Common use of Consents and Approvals; No Conflict Clause in Contracts

Consents and Approvals; No Conflict. Except for applicable requirements of federal securities laws and state securities or blue-sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, nor compliance by the Company with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the Articles of Incorporation or Bylaws of the Company, (b) 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, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company is a party or by which they any of their properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, or any of their properties or assets, (d) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, license, permit or authority to which the Company is a party or by which the Company is bound or to which any material assets or property of the Company is subject, or (e) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Company, except in the case of clauses (b) (c), (d) and (e) for violations, breaches or defaults which are not in the aggregate material to the Company.

Consents and Approvals; No Conflict. Except for applicable requirements The execution, delivery and ----------------------------------- performance of federal securities laws each of the Transaction Agreements and state securities or blue-sky laws, no filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by the Company of each of the transactions contemplated by this Agreement. Neither hereby and thereby (including the execution offering, sale and delivery of this Agreement by the Company, nor the consummation by the Company issuance of the transactions contemplated hereby, nor compliance by Purchased Shares and the Company with any issuance of the provisions hereof, Conversion Shares) do not and will not (a) conflict with or result in any a breach of any the terms, conditions or provisions of the Articles of Incorporation or Bylaws of the Companyof, (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) , constitute a default (or give rise to any right of termination, cancellation or acceleration) under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company's or the Subsidiary's capital stock or assets pursuant to, (d) with or without notice or lapse of time or both, give any third party the right to accelerate, cancel or terminate any obligation under, (e) result in a violation of, or (f) require any order, qualification, waiver, permit, authorization, consent, approval, exemption or other action by or from, or any registration, notice, declaration, application or filing to or with, any court or administrative or governmental body or any other person or entity pursuant to (i) the Restated Certificate, the Certificate of Amendment, the Certificate of Designation or the Restated Bylaws of the termsCompany or the Articles of Incorporation or the Bylaws of the Subsidiary, conditions or provisions of (ii) any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company or the Subsidiary is a party or by is bound or to which they any either of their properties or assets may be bound are subject or (ciii) violate any order, writ, injunction, decreelaw, statute, rule or regulation applicable to the Company, or any of their properties or assets, (d) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, license, permit or authority to which the Company or the Subsidiary is a party or by which subject; provided, however, -------- ------- that with respect to clause (f) of this Section 2.8, such representation and warranty is made to the Company is bound or to which any material assets or property actual knowledge of the Company is subject, or (ewithout any investigation) violate as to any provision of law or regulation or any judicial or administrative order, award, judgment or decree such requirements applicable to the CompanyCompany as a result of the specific legal or regulatory status of any Purchaser or as a result of any other facts that specifically relate to any Purchaser, except any business in the case which any such Purchaser has engaged or proposes to engage or any financing arrangements or transactions entered into or proposed to be entered into by or on behalf of clauses (b) (c), (d) and (e) for violations, breaches or defaults which are not in the aggregate material to the Companyany such Purchaser.

Consents and Approvals; No Conflict. Except for applicable requirements of federal securities laws and state securities or blue-sky laws, no No filing with, and no permit, authorization, consent or approval of, any third party, public body or authority is necessary for the consummation by the Company it of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation by the Company it of the transactions contemplated hereby, nor compliance by the Company it with any of the provisions hereof, will (a) conflict with or result in any breach of any provisions of the its Articles of Incorporation Incorporation, as amended, or Bylaws of the Companyits Bylaws, (b) result in a violation or breach of, or constitute (constitute, with or without due notice or lapse of time or both) , a default (or give rise to any right of termination, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which the Company it is a party or by which they any of their its properties or assets may be bound or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Companywhich it is subject, or any of their its properties or assets, (d) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, license, permit or authority to which the Company it is a party or by which the Company it is bound or to which any material of its assets or property of the Company is subject, or (e) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Companyit, except in the case of clauses (b) (c), (d) and (e) for violations, breaches or defaults by it which are not in the aggregate material to the Companymaterial.