Common use of Conflicts; Consents Clause in Contracts

Conflicts; Consents. The execution and delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) if applicable, conflict with or result (with or without due notice, the passage of time or both) in a breach of any articles of incorporation, by-laws or other constitutive documents of such Stockholder, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any material provision of any material note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which such Stockholder is a party, or by which such Stockholder or its properties or assets are bound, or (iii) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree applicable to such Stockholder or its properties or assets, except for violations which individually or in the aggregate could not reasonably be expected to have a material adverse effect on such Stockholder's ability to execute, deliver and perform this Agreement or consummate the transactions contemplated hereby. No consent or approval by, or notification of or registration or filing with, any Person is required in connection with the execution, delivery and performance by such Stockholder of this Agreement and the consummation of the transactions contemplated hereby, except, if applicable, for the filing of a premerger notification and report form by such Stockholder under the HSR Act and the expiration or early termination of the applicable waiting period thereunder.

Conflicts; Consents. The execution and delivery and performance by such Stockholder the Purchaser of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) if applicable, conflict with or result in a breach of the articles of incorporation, by-laws or other constitutive documents of the Purchaser, (ii) conflict with, breach or result (with or without due notice, the passage of time or both) in a breach of any articles of incorporation, by-laws or other constitutive documents of such Stockholder, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) under any material provision of any material note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which such Stockholder the Purchaser is a party, or by which such Stockholder the Purchaser or its properties or assets are bound, or (iii) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree applicable to such Stockholder the Purchaser or its properties or assets, except for violations which individually or in the aggregate could not reasonably be expected to have a material adverse effect on such Stockholderthe Purchaser's ability to execute, deliver and perform this Agreement or consummate the transactions contemplated hereby. No consent or approval by, or notification of or registration or filing with, any Person is required in connection with the execution, delivery and performance by such Stockholder the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, except, if applicable, except for the filing of a premerger notification and report form by such Stockholder the Purchaser under the HSR Act and the expiration or early termination of the applicable waiting period thereunder.

Conflicts; Consents. The execution and execution, delivery and performance by such Stockholder each of Buyer and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will does not (i) if applicable, conflict with or result (with or without due notice, the passage of time or both) in a breach of any articles the certificate of incorporation, by-laws bylaws or other constitutive documents of such StockholderBuyer or Merger Sub, (ii) conflict with, breach or result in a default (or give rise to any right of termination, cancellation or acceleration) ), whether after the giving of notice or lapse of time, or both, under any material provision of the provisions of any material note, bond, lease, mortgage, indenture, or any license, franchise, permit, agreement or other instrument or obligation to which such Stockholder any of Buyer or Merger Sub is a party, or by which any such Stockholder Person or its properties or assets are bound, or (iii) violate any law, statute, rule Laws or regulation orders or judgment, order, writ, injunction or decree restrictions imposed by any Governmental Entity applicable to Buyer or Merger Sub or any such Stockholder or its Person’s properties or assets, except for violations which individually where the occurrence of any of the foregoing described in clauses (ii) or in the aggregate could (iii) above would not reasonably be expected to have a material adverse effect on such Stockholder's ability to executeBuyer Material Adverse Effect. Except for any filings as may be required under the DGCL in connection with the Merger, deliver and perform this Agreement or consummate the transactions contemplated hereby. No no consent or approval by, or notification of or registration or filing with, any Person Governmental Entity is required in connection with the execution, delivery and performance by such Stockholder Buyer or Merger Sub of this Agreement and or the Transaction Agreements or the consummation of the transactions contemplated hereby, except, if applicable, for the filing of a premerger notification and report form by such Stockholder under the HSR Act and the expiration hereby or early termination of the applicable waiting period thereunderthereby.