Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. None of the execution and delivery of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, and the Assignment, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof, will (i) conflict with or result in a breach of the certificate of formation or limited liability company operating agreement of the Seller, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Seller is a party, or by which the Seller's properties or assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result in the creation or imposition of any Liens upon any of the Acquired Assets. Except as set forth in Schedule 2.1, no consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in connection with the execution, delivery and performance by the Seller of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or thereby.

Conflicts; Consents. None Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act and any other applicable antitrust, competition, foreign direct involvement or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, neither the execution and delivery by Sellers of this AgreementAgreement or the other Transaction Agreements, the Non-Compete Agreement, the Xxxx of Sale, and the Assignment, nor the consummation by Sellers of the transactions contemplated hereby or therebyTransactions, nor performance or compliance by the Seller Sellers with any of the terms or provisions hereof or thereof, will (i) conflict with or result in a breach violate any provision of the any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company operating agreement, certificate of limited partnership, partnership agreement of the Selleror other governing documents, as applicable, (ii) conflict violate or constitute a breach of or default (with or result in a default (without notice or lapse of time, or both) under or give rise to any a right of termination, cancellation modification, or acceleration) under cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any noteMaterial Contract or accelerate any Seller’s obligations under any such Material Contract, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement (iii) conflict with or other instrument violate any Law or obligation Order applicable to which any Seller or any of the Seller is a partyAcquired Assets, or by which any Seller, or any of the Seller's properties or assets Acquired Assets, may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result in the creation or imposition of any Liens upon Encumbrance (other than a Permitted Encumbrance) on any Acquired Assets, except, in each case of clauses (ii) thru (iv), as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Assets. Except as set forth in Schedule 2.1, no consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in connection with the execution, delivery and performance by the Seller of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement Assets or the consummation of the transactions contemplated hereby or therebyAssumed Liabilities, taken as a whole.

Conflicts; Consents. None of the (a) The execution and delivery of this Agreement, Agreement by the Non-Compete Agreement, the Xxxx of SaleCompany do not, and the Assignment, performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby or therebywill not, or compliance by the Seller with any of the provisions hereof or thereof, will (i) conflict with or result in a breach violate any provision of the certificate articles of formation incorporation or limited liability company operating agreement bylaws or other organizational documents of the SellerCompany or any of its Subsidiaries, (ii) materially conflict with or with, result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, cancellation modification, cancellation, right of redemption or repurchase or acceleration) ), under any material Permit or Material Contract to which any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement Company or other instrument or obligation to which the Seller its Subsidiaries is a party, or by which the Seller's any such Person or its properties or assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1)bound, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 3.4(b) have been obtained and all filings and obligations described in Section 3.4(b) have been made, violate any law, statute, rule or regulation or order, writ, injunction or decree Law applicable to the Seller Company, any of its Subsidiaries or the Seller's any of their properties or assets or (iv) result in the creation or imposition of any Liens Encumbrance upon any property or assets used or held by the Company or any of its Subsidiaries except, with respect to clauses (iii) and (iv), such triggering of payments, Liens, Encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except for (1) the filing of a premerger notification and report form under the HSR Act and the expiration or early termination of the Acquired Assets. Except applicable waiting period thereunder, (2) any filings as set forth may be required under the DGCL or the Exchange Act or Nasdaq regulations in Schedule 2.1connection with the Merger, (3) any consent or approval of or registration or filing with the Federal Communications Commission (“FCC”), any state public service or public utilities commission, or similar state regulatory agency or body that regulates the business of the Company or any of its Subsidiaries (each, a “State PUC”) as is listed in Section 3.4(b) of the Disclosure Schedule, and (4) any municipal franchising authority (each, a “Municipal Franchising Authority”) having regulatory authority over the business of the Company and its Subsidiaries as conducted in any given jurisdiction and that is listed in Section 3.4(b) of the Disclosure Schedule, no consent or approval by, or any notification of or registration or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") Governmental Entity is required in connection with the execution, delivery and performance by the Seller Company of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby hereby, where the failure to obtain such consents, approvals, authorizations or therebypermits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The affirmative vote of the holders of a majority of outstanding shares of Common Stock (the “Required Company Stockholders”) is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger.

Conflicts; Consents. None of the The execution and delivery by such Seller of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, Agreement and the AssignmentEscrow Agreement, the consummation of the transactions contemplated hereby or thereby, or and thereby and compliance by the such Seller with any of the provisions hereof or thereof, and thereof does not and will not (i) conflict with or result in a breach of the certificate constitutive documents, if any, of formation or limited liability company operating agreement of the such Seller, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the such Seller is a party, or by which the such Seller or any of such Seller's properties or assets may be bound or affected, except for such conflictconflicts, breach breaches or default defaults as to which requisite waivers or consents shall be obtained have been, or before the Closing will be, obtained (which waivers or consents are set forth in Schedule 2.1Section 2.2(b) of the Disclosure Schedule), (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the such Seller or the any of such Seller's properties or assets or (iv) result in the creation or imposition of any Liens Claim upon any of the Acquired Assetssuch Seller's Shares. Except as set forth in Schedule 2.1, no No consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") person is required in connection with the execution, delivery and performance by the such Seller of this Agreement, Agreement and the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents Escrow Agreement and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or and thereby, except for the filing of a premerger notification and report form by the Sellers under the Hart-Xxxxx- Xxdixx Xxxrovements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act").

Conflicts; Consents. None of (a) Neither the execution and delivery of this Agreement, Agreement or the Non-Compete Agreement, the Xxxx Instrument of Sale, and the AssignmentAssumption of Liabilities, the consummation of the transactions contemplated hereby or thereby, or thereby nor compliance by the Seller Purchaser with any of the provisions hereof or thereof, thereof will (i) conflict with or result in a breach of the certificate of formation or limited liability company operating agreement any provision of the Sellercharter, by-laws or other constituent documents of the Purchaser, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Seller Purchaser is a party, or by which the SellerPurchaser, or any of the Purchaser's properties or assets assets, may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained by the Purchaser before the Closing (which waivers or consents are set forth in Schedule 2.1SCHEDULE 4.3(a)) unless the Seller or Dynatech, in the discretion of either, expressly waives in writing the Purchaser's obligation hereunder to obtain the same, (iii) violate any law, statuteregulation, rule or regulation or order, writ, injunction order or decree applicable to the Seller Purchaser or any of the SellerPurchaser's properties or assets assets, or (iv) other than in connection with the Financing, result in the creation or imposition of any Liens security interest or other encumbrance upon any property of assets of the Acquired Assets. Except as set forth in Schedule 2.1Purchaser. (b) SCHEDULE 4.3(b) contains a list of all registrations, no consent filings, applications, notices, transfers, consents, approvals, orders, qualifications, waivers and other actions of any kind required of any Person or approval by, Government Authority or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required private agencies in connection with the execution, delivery and performance of this Agreement or the Instrument of Assumption of Liabilities by the Seller of this AgreementPurchaser, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or and thereby.

Conflicts; Consents. None of the The execution and delivery by the Company of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, and the Assignment, the consummation of the transactions contemplated hereby or thereby, or and compliance by the Seller Company with any of the provisions hereof or thereof, does not and will not (i) conflict with or result in a breach of the certificate articles of formation incorporation, by-laws or limited liability company operating agreement other constitutive documents of the SellerCompany or any of its Subsidiaries, (ii) except as set forth in Section 2.1(d) of the Company Disclosure Schedule, conflict with or result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which the Seller Company or any of its Subsidiaries is a party, or by which the Seller's any properties or assets of the Company or any of its Subsidiaries may be bound or affected, except for (1) such conflictconflicts, breach breaches or default defaults that are, individually and in the aggregate, immaterial and (2) such conflicts, breaches or defaults as to which requisite waivers or consents shall have been obtained or will be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1)at no material cost to the Company and without giving to any person any material additional rights, (iii) violate any law, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller Company or the Seller's any of its Subsidiaries or any of their respective properties or assets (except for such violations that are, individually and in the aggregate, immaterial) or (iv) result in the creation or imposition of any Liens Claim upon any shares of Company Capital Stock or capital stock of any of the Acquired AssetsCompany's Subsidiaries or any property or assets used or held by the Company or any of its Subsidiaries. Except as set forth in Schedule 2.1, no No consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association governmental authority or entity (governmental or private) (each, a "person" and collectively, "persons") agency is required in connection with the execution, delivery and performance by the Seller Company of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby except for (x) the filing of a premerger notification and report form under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), and the expiration or therebyearly termination of the applicable waiting period under the HSR Act, (y) the filing of the Certificate of Merger with the Delaware Secretary of State and (z) such other consents, approvals or notifications that are, individually and in the aggregate, immaterial.

Conflicts; Consents. None Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Governmental Authorizations or consents set forth on Section 3.3 of the Disclosure Letter are made, given or obtained (as applicable), and (c) the requirements of any applicable antitrust, competition, foreign direct investment or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery by Sellers of this Agreement, Agreement or the Non-Compete Agreement, the Xxxx of Saleother Transaction Agreements, and the Assignment, the consummation by Sellers of the transactions Transactions contemplated hereby or thereby, and the performance or compliance by the Seller Sellers with any of the terms or provisions hereof or thereof, do not and will not (i) conflict with or result in violate any provision of a Seller’s or any Acquired Entities’ respective Organizational Documents (ii) violate or constitute a breach of the certificate of formation or limited liability company operating agreement of the Seller, default (ii) conflict with or result in a default (without notice or lapse of time, or both) under or give rise to any a right of termination, cancellation modification, or acceleration) under cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement Material Contract or other instrument accelerate any Seller’s or obligation to which the Seller is a party, or by which the Seller's properties or assets may be bound or affected, except for Acquired Entity’s obligations under any such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1)Material Contract, (iii) violate any law, statute, rule Law or regulation or order, writ, injunction or decree Order applicable to Sellers, the Seller Acquired Entities or the Seller's properties or assets Acquired Assets, or (iv) result in the creation or imposition of any Liens upon Encumbrance (other than a Permitted Encumbrance) on any of the Acquired Assets. Except , except, in the case of clauses (ii) through (iv), as set forth would not, individually or in Schedule 2.1the aggregate, no consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, reasonably be expected to have a "person" and collectively, "persons") is required in connection with the execution, delivery and performance by the Seller of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or therebyMaterial Adverse Effect.

Conflicts; Consents. None Assuming that (a) requisite Bankruptcy Court approvals are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), and (c) the requirements of the HSR Act, any other applicable antitrust, competition, foreign direct investment or “FDI”, or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) and any notifications required by any applicable Laws promulgated by any states are complied with, neither the execution and delivery by Sellers of this AgreementAgreement or the other Transaction Agreements, the Non-Compete Agreement, the Xxxx of Sale, and the Assignment, nor the consummation by Sellers of the transactions contemplated hereby or therebyTransactions, nor performance or compliance by the Seller Sellers with any of the terms or provisions hereof or thereof, will (i) conflict with or result in a breach violate any provision of the any Seller’s certificate of incorporation or bylaws, certificate of formation or limited liability company operating agreement, certificate of limited partnership, partnership agreement of the Selleror other governing documents, as applicable, (ii) conflict violate or constitute a breach of or default (with or result in a default (without notice or lapse of time, or both) under or give rise to any a right of termination, cancellation modification, or acceleration) under cancelation of any obligation or to the loss of any benefit, any of the terms or provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement Material Contract or other instrument accelerate any Seller’s or obligation to which the Seller is a party, or by which the Seller's properties or assets may be bound or affected, except for any Non-Debtor’s obligations under any such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1)Material Contract, (iii) violate any law, statute, rule Law or regulation or order, writ, injunction or decree Order applicable to Sellers or the Non-Debtors or any of the Acquired Assets, or by which any Seller or any of the Seller's properties or assets Acquired Assets may be bound, or (iv) result in the creation or imposition of any Liens upon Encumbrance (other than a Permitted Encumbrance) on any of the Acquired Assets. Except , except, in the case of clauses (ii) through (iv), as set forth would not, individually or in Schedule 2.1the aggregate, no consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, reasonably be expected to have a "person" and collectively, "persons") is required in connection with the execution, delivery and performance by the Seller of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or therebyMaterial Adverse Effect.

Conflicts; Consents. None of (a) The execution, delivery and performance by the execution and delivery Company of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, Agreement and the Assignment, the consummation of the transactions contemplated hereby or thereby, or compliance by the Seller with any of the provisions hereof or thereof, do not and will not (i) conflict with or result in a breach of the certificate of formation Charter or limited liability company operating agreement bylaws of the SellerCompany or any or equivalent governing documents of any of its Subsidiaries, (ii) conflict with with, breach or result in a default (with or without notice or lapse of time, or both) (or give rise to any right of termination, cancellation or acceleration, the loss of any right or the creation of any obligation) under under, or result in the imposition of any Lien under, any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, or any license, franchise, permit, agreement or other written or oral contract, instrument or obligation (each, a “Contract”) to which any of the Seller Company or its Subsidiaries is a party, party or by which the Seller's any such Person or its properties or assets may be are bound or affected(iii) assuming that all consents referred to in Section 4.4(b) have been obtained, and all filings described in such Section have been made, violate any Laws applicable to the Company or any of its Subsidiaries or any such Person’s properties or assets, except in the cases of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except for such conflictthe filings, breach or default as to which requisite waivers or consents shall be obtained before the Closing consents, approvals, notifications and registrations (which waivers or consents are i) set forth in Schedule 2.1Section 4.4(b) of the Disclosure Schedule, (ii) under the Xxxx-Xxxxx-Xxxxxx Act of 1976 (including the rules and regulations promulgated thereunder, the “HSR Act”), (iii) violate any lawunder the Competition Act, statute, rule or regulation or order, writ, injunction or decree applicable to the Seller or the Seller's properties or assets or (iv) result the filing of the Certificate of Merger as may be required under the DGCL in connection with the Merger or (v) the failure of which to be obtained would not, individually or in the creation or imposition of any Liens upon any of the Acquired Assets. Except as set forth in Schedule 2.1aggregate, reasonably be expected to have a Company Material Adverse Effect, no consent or approval by, or any notification of or registration or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") Governmental Entity is required in connection with the execution, delivery and performance by the Seller Company of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment or any of the other agreements, documents and instruments contemplated in connection with this Agreement or the consummation of the transactions contemplated hereby or therebyhereby.

Conflicts; Consents. None Assuming that (a) requisite Bankruptcy Court approvals as described in this Agreement are obtained, (b) the notices, authorizations, approvals, Orders, Permits or consents set forth on Schedule 3.3 are made, given or obtained (as applicable), (c) the requirements of the HSR Act and any other applicable antitrust, competition or merger control Laws promulgated by any Governmental Body (“Foreign Competition Laws”) are complied with, and (d) any filings required by any applicable federal or state securities or “blue sky” Laws are made, the execution and delivery by Sellers of this Agreement and each Ancillary Agreement, the Non-Compete Agreement, the Xxxx of Sale, and the Assignment, the consummation by Sellers of the transactions contemplated hereby or and thereby, or and the performance and compliance by the Seller Sellers with any of the terms or provisions hereof or thereof, do not and will not (i) conflict with or result in a breach violate any provision (1) of the certificate Company’s articles of formation incorporation or limited liability company operating agreement bylaws or (2) of the Sellersimilar organizational documents of any of the Company’s Subsidiaries, (ii) conflict with or result in a default (violate any Law or give rise Order applicable to the Company, any right of termination, cancellation its Subsidiaries or acceleration) under any of the provisions of any note, bond, lease, hypothecation, mortgage, indenture, license, franchise, permit, agreement or other instrument or obligation to which the Seller is a party, Acquired Assets or by which the Seller's properties Company, any of its Subsidiaries or assets any of the Acquired Assets may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing (which waivers or consents are set forth in Schedule 2.1), (iii) conflict with, violate or constitute a breach of or default (with or without notice or lapse of time, or both) under or result in the acceleration of any lawobligation under or give rise to a right of termination, statutemodification, rule acceleration or regulation cancelation of any obligation or order, writ, injunction or decree applicable to the Seller loss of any benefit under, any of the terms or provisions of any Material Contract, Permit, loan or credit agreement or other Contract to which the Seller's properties Company or assets any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the Acquired Assets is subject, or (iv) result in the creation or imposition of any Liens upon Encumbrance (other than a Permitted Encumbrance) on any properties or assets of the Acquired Assets. Except as set forth in Schedule 2.1, no consent or approval by, or any notification of or filing with, any person, firm, corporation, partnership, limited liability company, trust, joint venture, association or entity (governmental or private) (each, a "person" and collectively, "persons") is required in connection with the execution, delivery and performance by the Seller of this Agreement, the Non-Compete Agreement, the Xxxx of Sale, the Assignment Company or any of its Subsidiaries, except, in the other agreementscase of clauses (ii), documents (iii) and instruments contemplated (iv), as would not, individually or in connection with this Agreement or the consummation of the transactions contemplated hereby or therebyaggregate, reasonably be expected to have a Material Adverse Effect.