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

Consents and Approval; No Violation. Neither the execution, delivery or performance of this Agreement or the Registration Rights Agreement by the Company, the consummation of the Transactions to be performed by the Company nor compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement will (i) conflict with or result in any breach of any provisions of the Articles of Incorporation or by-laws of the Company or any of its Subsidiaries, assuming, for this purpose, the Certificate of Designation has been filed with the Secretary of State of Washington; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, including those of the United States, any foreign country, state, county, city or other political subdivision, agency or instrumentality 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 default (with or without due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their 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 (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their respective assets.

Consents and Approval; No Violation. Neither 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 Registration Rights Agreement Ancillary Agreements to which such Seller is to be a party by each of the CompanySellers, the consummation by each of the Transactions to be performed by Sellers of the Company nor transactions contemplated hereby and thereby, or compliance by the Company Sellers with any of the provisions hereof or of the Registration Rights Agreement thereof will (i) conflict with or result in any breach of any provisions provision of the Articles certificate of Incorporation incorporation, bylaws or by-laws similar organizational documents of any of the Company Sellers or any of its Subsidiariestheir respective subsidiaries, assuming, for this purpose, the Certificate of Designation has been filed with the Secretary of State of Washington; (ii) require any consentfiling with, approvalor permit, authorization authorization, consent or permit approval of, any Government entity or filing with its regulatory authorities and agencies or notification toany other Person, any governmental authority, including those of the United States, any foreign country, state, county, city or other political subdivision, agency or instrumentality 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 default 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 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, contractlease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries the Sellers or their respective subsidiaries is a party or by which the Company or any of its Subsidiaries them or any of their respective properties or 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 (v) 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 CompanySellers, any of its Subsidiaries or the Transferred Fastener Subsidiaries, any of their respective assetsthe 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. Neither 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 Registration Rights Agreement Ancillary Agreements to which such Seller is to be a party by each of the CompanySellers, the consummation by each of the Transactions to be performed by Sellers of the Company nor transactions contemplated hereby and thereby, or compliance by the Company Sellers with any of the provisions hereof or of the Registration Rights Agreement thereof will (i) conflict with or result in any breach of any provisions provision of the Articles certificate of Incorporation incorporation, bylaws or by-laws similar organizational documents of any of the Company Sellers or any of its Subsidiariestheir respective subsidiaries, assuming, for this purpose, the Certificate of Designation has been filed with the Secretary of State of Washington; (ii) require any consentfiling with, approvalor permit, authorization authorization, consent or permit approval of, any Government entity or filing with its regulatory authorities and agencies or notification toany other Person, any governmental authority, including those of the United States, any foreign country, state, county, city or other political subdivision, agency or instrumentality 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 default 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 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, contractlease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries the Sellers or their respective subsidiaries is a party or by which the Company or any of its Subsidiaries them or any of their respective properties or 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 (v) 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 CompanySellers, any of its Subsidiaries or the Transferred Fastener Subsidiaries, any of their respective assets.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. Neither the execution, execution and delivery or performance of this Agreement or the Registration Rights Agreement by the CompanyIssuer, the consummation of the Transactions to be performed by the Company Issuer nor compliance by the Company Issuer with any of the provisions hereof or of the Registration Rights Agreement will (i) conflict with or result in any breach of any provisions of the Articles of Incorporation or by-laws of the Company Issuer or any of its Subsidiaries, assuming, for this purpose, the Certificate of Designation has been filed with the Secretary of State of Washington; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental authority, including those of the United States, any foreign country, state, county, city or other political subdivision, agency or instrumentality 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 default (with or without due notice or lapse of time or both) or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, license, agreement or other instrument or obligation to which the Company Issuer or any of its Subsidiaries is a party or by which the Company Issuer or any of its Subsidiaries or any of their 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 Issuer or any of its Subsidiaries; , or (v) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the CompanyIssuer, any of its Subsidiaries or any of their respective assets.