Common use of Consents and Approval; No Violation Clause in Contracts

Consents and Approval; No Violation. Subject to obtaining the Shareholder Approval and the filings, permits, authorizations, consents and approvals set forth on Schedule 3.5 or as may be required under the applicable requirements of the HSR Act or the competition Laws or regulations of the European Union or any foreign supranational authority in any jurisdiction in which the Sellers or the Buyer (directly or through subsidiaries, in each case) has assets or conducts operations, none of the execution, delivery or performance of this Agreement or the Ancillary Agreements to which such Seller is to be a party by each of the Sellers, the consummation by each of the Sellers of the transactions contemplated hereby and thereby, or compliance by the Sellers with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or similar organizational documents of any of the Sellers or their respective subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Government entity or its regulatory authorities and agencies or any other Person, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of a Lien (other than Permitted Exceptions) on any Fastener Business Asset pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which any of the Sellers or their respective subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, common law, statute, code, standard, requirement, rule or regulation ("Law") applicable to any of the Sellers, any of the Transferred Fastener Subsidiaries, any of the Fastener Business Assets or the Fastener Business, with such exceptions in the case of the foregoing clauses (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Consents and Approval; No Violation. Subject to obtaining the Shareholder Approval and the filings, permits, authorizations, consents and approvals set forth on Schedule 3.5 or as may be required under the applicable requirements of the HSR Act or the competition Laws or regulations of the European Union or any foreign supranational authority in any jurisdiction in which the Sellers or the Buyer (directly or through subsidiaries, in each case) has assets or conducts operations, none of Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements to which such Seller is to be a party Registration Rights Agreement by each of the SellersCompany, the consummation by each of the Sellers of Transactions to be performed by the transactions contemplated hereby and thereby, or Company nor compliance by the Sellers Company with any of the provisions hereof or thereof of the Registration Rights Agreement will (i) conflict with or result in any breach of any provision provisions of the certificate Articles of incorporation, bylaws Incorporation or similar organizational documents by-laws of the Company or any of its Subsidiaries, assuming, for this purpose, the Sellers or their respective subsidiaries, Certificate of Designation has been filed with the Secretary of State of Washington; (ii) require any filing withconsent, approval, authorization or permit of, or permit, authorization, consent filing with or approval ofnotification to, any Government entity governmental authority, including those of the United States, any foreign country, state, county, city or its regulatory authorities and agencies other political subdivision, agency or any other Personinstrumentality thereof (herein referred to as a "Governmental Authority"), except for consents, approvals, authorizations, permits, filings or notifications which have been obtained or made; (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of a Lien (other than Permitted Exceptions) on any Fastener Business Asset pursuant to, acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leasecontract, license, contract, agreement or other instrument or obligation to which the Company or any of the Sellers or their respective subsidiaries its Subsidiaries is a party or by which the Company or any of them its Subsidiaries or any of their properties or respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; (iv) result in the creation or imposition of any lien, charge or other encumbrance on the assets of the Company or any of its Subsidiaries; or (ivv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, common law, statute, code, standard, requirement, rule or regulation ("Law") applicable to any of the SellersCompany, any of the Transferred Fastener Subsidiaries, its Subsidiaries or any of the Fastener Business Assets or the Fastener Business, with such exceptions in the case of the foregoing clauses (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effecttheir respective assets.

Consents and Approval; No Violation. Subject to obtaining the Shareholder Approval and the filings, permits, authorizations, consents and approvals set forth on Schedule 3.5 or as may be required under the applicable requirements of the HSR Act or the competition Laws or regulations of the European Union or any foreign supranational authority in any jurisdiction in which the Sellers or the Buyer (directly or through subsidiaries, in each case) has assets or conducts operations, none of the execution, delivery or performance of this Agreement or the Ancillary Agreements to which such Seller is to be a party by each of the Sellers, the consummation by each of the Sellers of the transactions contemplated hereby and thereby, or compliance by the Sellers with any of the provisions hereof or thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or similar organizational documents of any of the Sellers or their respective subsidiaries, (ii) require any filing with, or permit, authorization, consent or approval of, any Government entity or its regulatory authorities and agencies or any other Person, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of a Lien (other than Permitted Exceptions) on any Fastener Business Asset pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which any of the Sellers or their respective subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, common law, statute, code, standard, requirement, rule or regulation ("“Law"”) applicable to any of the Sellers, any of the Transferred Fastener Subsidiaries, any of the Fastener Business Assets or the Fastener Business, with such exceptions in the case of the foregoing clauses (ii), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. Table of Contents

Consents and Approval; No Violation. Subject to obtaining the Shareholder Approval and the filings, permits, authorizations, consents and approvals set forth on Schedule 3.5 or as may be required under the applicable requirements of the HSR Act or the competition Laws or regulations of the European Union or any foreign supranational authority in any jurisdiction in which the Sellers or the Buyer (directly or through subsidiaries, in each case) has assets or conducts operations, none of Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements to which such Seller is to be a party Registration Rights Agreement by each of the SellersCompany, the consummation by each of the Sellers of Transactions to be performed by the transactions contemplated hereby and thereby, or Company nor compliance by the Sellers Company with any of the provisions hereof or thereof of the Registration Rights Agreement will (i) conflict with or result in any breach of any provision provisions of the certificate Articles of incorporation, bylaws Incorporation or similar organizational documents by-laws of the Company or any of its Subsidiaries, assuming, for this purpose, the Sellers or their respective subsidiaries, Certificate of Designation has been filed with the Secretary of State of Washington; (ii) require any filing withconsent, approval, authorization or permit of, or permit, authorization, consent filing with or approval ofnotification to, any Government entity governmental authority, including those of the United States, any foreign country, state, county, city or its regulatory authorities and agencies other political subdivision, agency or any other Personinstrumentality thereof (herein referred to as a "Governmental Authority"), except for consents, approvals, authorizations, permits, filings or notifications which have been obtained or made; (iii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of a Lien (other than Permitted Exceptions) on any Fastener Business Asset pursuant to, acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, leasecontract, license, contract, agreement or other instrument or obligation to which the Company or any of the Sellers or their respective subsidiaries its Subsidiaries is a party or by which the Company or any of them its Subsidiaries or any of their properties or respective assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; (iv) result in the creation or imposition of any lien, charge or other encumbrance on the assets of the Company or any of its Subsidiaries; or (ivv) violate any order, writ, injunction, decree, judgment, permit, license, ordinance, law, common law, statute, code, standard, requirement, rule or regulation ("Law") applicable to any of the SellersCompany, any of the Transferred Fastener Subsidiaries, its Subsidiaries or any of the Fastener Business Assets or the Fastener Business, with such exceptions in the case of the foregoing clauses their respective assets. (iid), (iii) and (iv) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.