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

Consents and Approvals; No Conflicts. (a) No consent, approval or authorization of, or filing or registration with, any Governmental Entity or any other Person is required to be made, obtained or given by the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the Transactions, except for: (i) filings and the expiration or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with the Transaction Documents and Transactions. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is or will be a party do not, and the consummation of the Transactions will not (i) result in a violation or breach of, or be in conflict with or constitute a violation of, the applicable Charter Documents of the Company or any of its Subsidiaries, (ii) violate any Applicable Laws, Orders or Permits applicable to the Company or any of its Subsidiaries or (iii) violate, conflict with, result in a material Default under, or give to any Person any rights of termination or acceleration under any Material Contract of the Company or any of its Subsidiaries, other than where any such termination or acceleration would not have a Material Adverse Effect, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii), as would not be material to the Company and its Subsidiaries, taken as a whole.

Consents and Approvals; No Conflicts. (a) No consent, approval or authorization of, or filing or registration with, any Governmental Entity Entity, or any other Person Person, is required to be made, obtained or given by the Company or any of its Subsidiaries such Purchaser in connection with the execution, delivery and performance by the Company such Purchaser of this Agreement and the other Transaction Documents and the consummation of the Transactions, except for: (i) filings and the expiration or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Transaction Documents and the Transactions. (b) The execution, delivery and performance by the Company such Purchaser of this Agreement and the other Transaction Documents to which it is or will be a party do not, and the consummation of the Transactions will not (ia) result in a violation or breach of, or be in conflict with or constitute a violation of, the applicable Charter Documents of the Company or any of its Subsidiariessuch Purchaser, (iib) assuming the consents and approvals referred to in Section 4.3(a) are duly obtained, violate any Applicable Laws, Orders or Permits applicable to the Company or any of its Subsidiaries or such Purchaser (iiic) violate, conflict with, result in a material Default under, or give to any Person any rights of termination or acceleration under 33 any Material material Contract of the Company or any of its Subsidiaries, other than where any such termination or acceleration would not have a Material Adverse Effect, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Company or any of its SubsidiariesPurchaser, except in the case of clauses (iib) and (iiic), as would not be material to the Company and its Subsidiariessuch Purchaser, taken as a whole.

Consents and Approvals; No Conflicts. (a) No consent, approval approval, order or authorization of, or registration, qualification, designation, declaration or filing or registration with, any Governmental Entity court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "GOVERNMENTAL ENTITY") or any other Person is required to be made, obtained or given by on the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the consummation of the Transactions, except for: (i) filings and the expiration or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with the Transaction Documents and Transactions. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is or will be a party do not, and the consummation of the Transactions will not (i) result in a violation or breach of, or be in conflict with or constitute a violation of, the applicable Charter Documents part of the Company or any of its Subsidiariessubsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation of any of the transactions contemplated hereby, including without limitation the offer, issuance, sale and delivery of the Purchased Shares, except such filings as shall have been made prior to and shall be effective on and as of the Signing and such filings required to be made after the Signing under applicable federal and state securities laws. Based on the representations made by the Purchaser in Section 4.1 of this Agreement, the offer and sale of the Purchased Shares to the Purchaser will be in compliance with applicable federal and state securities laws. Neither the execution and delivery of this Agreement nor the consummation of the transactions or performance of the Company's obligations contemplated hereby will conflict with, result in a material breach or violation of, or cause a default under, any provision of (i) the Company's Certificate of Incorporation or Bylaws, each as is currently in effect, (ii) violate any Applicable Lawsinstrument, Orders contract or Permits agreement that is material to the business of the Company and its subsidiaries taken as a whole or (iii) any judgment, writ, decree, order, law, statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or (iii) violate, conflict with, result in a material Default under, or give to any Person any rights of termination or acceleration under any Material Contract of the Company or any of its Subsidiaries, other than where any such termination or acceleration would not have a Material Adverse Effect, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Company or any of its Subsidiariessubsidiaries, except in the case of clauses clause (ii) and (iii), as for violations, breaches, defaults or conflicts that would not be material to have a Material Adverse Effect or as disclosed in the Company and its Subsidiaries, taken as a wholeReports.

Consents and Approvals; No Conflicts. (a) No consentExcept for (i) Filings, approval or authorization permits, authorizations, Consents, notice to and approvals as may be required under, and other applicable requirements of, the HSR Act and any other applicable Antitrust Laws, (ii) the consents, Filings, approvals and notices with applicable state debt collection and other similar regulators and (iii) such other Consents or filing or registration other Filings with, any Governmental Entity the failure of which to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Consents of, or Filings with, any other Person is required to be made, obtained Governmental Entity are necessary for the consummation by such Founding Member of the Transactions or given by the Company or any of its Subsidiaries in connection with the execution, delivery and performance by the Company of this Agreement and the other transactions contemplated by such other Transaction Documents and the consummation of the Transactions, except for: (i) filings and the expiration or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with the Transaction Documents and TransactionsAgreements. (b) The execution, Neither the execution and delivery and performance by the Company such Founding Member of this Agreement and nor any of the other Transaction Documents Agreements to which it such Founding Member is or will be a party do notparty, and nor the consummation by such Founding Member of the Transactions or any of the other transactions contemplated by such other Transaction Agreements, nor compliance by such Founding Member with any of the terms or provisions hereof and thereof, will not (i) result in a violation or breach of, or be in conflict with or constitute a violation of, the applicable Charter Documents violate any provision of the Company organizational documents of such Founding Member or (ii) assuming that the authorizations, Consents and approvals referred to in Section 3.4(a) are duly obtained in accordance with applicable Law, (x) violate any (1) Law or (2) Order, in either case, applicable to such Founding Member or any of its Subsidiariesrespective properties or assets, (ii) violate any Applicable Laws, Orders or Permits applicable to the Company or any of its Subsidiaries or (iiiy) violate, conflict with, result in a the loss of any material Default benefit under, constitute a default (or give to any Person any rights an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or acceleration under any Material Contract of cancellation under, accelerate the Company or any of its Subsidiaries, other than where any such termination or acceleration would not have a Material Adverse Effectperformance required by, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) Lien upon any of the respective properties or assets of such Founding Member under, any of the Company terms, conditions or provisions of any Contract to which such Founding Member is a party, or by which they or any of its Subsidiariestheir respective properties or assets may be bound or affected, except except, in the case of clauses the foregoing clause (ii) and (iii), as would not be material reasonably expected to have, individually or in the aggregate, a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.

Consents and Approvals; No Conflicts. (a) No consent, authorization or approval or authorization of, or filing or registration with, or cooperation from, any Governmental Entity Authority or any other Person not a party to this Agreement is required to be made, obtained or given by the Company or any of its Subsidiaries necessary in connection with the execution, delivery and performance by the Company Parent and MergerCo of this Agreement and the other Transaction Documents their Related Agreements and the consummation by Parent of the Transactionstransactions contemplated hereby and thereby, except for: (i) filings where the failure to obtain any consent, authorization, approval or cooperation or make any filing or registration could not reasonably be expected to have a material adverse effect on the financial condition of Parent or Parent’ and MergerCo’s ability to consummate the expiration transactions contemplated hereby or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with the Transaction Documents and Transactionsthereby. (b) The execution, delivery and performance by the Company each of Parent and MergerCo of this Agreement and the other Transaction Documents to which it is or will be a party do notits Related Agreements, and the consummation by each of Parent and MergerCo of the Transactions transactions contemplated hereby and thereby, do not and will not (i) result in a violation violate any Law applicable to or breach of, or be in conflict with or constitute a violation of, the applicable Charter Documents of the Company binding on it or any of its Subsidiaries, assets or properties; (ii) violate any Applicable Laws, Orders or Permits applicable to the Company or any of its Subsidiaries or (iii) violate, conflict with, result in a material Default underbreach or termination of, constitute a default or give to any Person third party any rights of additional right (including a termination or acceleration under any Material Contract of the Company or any of its Subsidiariesright) under, other than where any such termination or acceleration would not have a Material Adverse Effectpermit cancellation of, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) Lien upon any of the its assets or properties of it under, or assets result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the Company foregoing under, any Contract or Permit to which it is a party or by which it or any of its Subsidiariesassets or properties are bound; (iii) permit the acceleration of the maturity of any of its Indebtedness or Indebtedness secured by its assets or properties; or (iv) violate or conflict with any provision of its Certificate of Incorporation or By-laws (or similar organizational instruments), except in for violations, conflicts, breaches, terminations, defaults, additional rights, cancellations or Liens that could not reasonably be expected to have a material adverse effect on the case financial condition of clauses (ii) and (iii), as would not be material Parent or Parent’s or MergerCo’s ability to consummate the Company and its Subsidiaries, taken as a wholetransactions contemplated hereby or thereby.

Consents and Approvals; No Conflicts. (a) No 3.3.1 Except as set forth on Schedule 3.3.1, no consent, authorization or approval or authorization of, or filing or registration with, any Governmental Entity Authority or any other Person not a party to this Agreement is required to be made, obtained or given by the Company or any of its Subsidiaries necessary in connection with the execution, delivery and performance by the Company Seller of this Agreement and the other Transaction Documents Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. 3.3.2 The execution and delivery by Seller of this Agreement and the Ancillary Agreements and the consummation of the Transactions, except fortransactions contemplated hereby and thereby do not and shall not: (ia) filings and the expiration violate any Law or early termination other restriction of any waiting period under any Governmental Authority applicable Antitrust Law and (ii) to Seller, the filing of Acquired Assets or the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with the Transaction Documents and Transactions. Assumed Liabilities; (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is or will be a party do not, and the consummation violate any provision of the Transactions will not charter or bylaws or similar organizational documents of Seller; (ic) result in a violation except as set forth on Schedule 3.3.2, violate or breach of, or be in conflict with or constitute a violation of, the applicable Charter Documents of the Company or any of its Subsidiaries, (ii) violate any Applicable Laws, Orders or Permits applicable to the Company or any of its Subsidiaries or (iii) violate, conflict with, result in a material Default underbreach or termination of, constitute a default under or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance obligation in or any increase in or creation of any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges of Seller or give to any Person any rights of termination or acceleration under any Material Contract of the Company or any of its Subsidiariesadditional right under, other than where any such termination or acceleration would not have a Material Adverse Effectpermit cancellation of, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon Lien upon, any of the properties Acquired Assets, or assets result in or constitute a circumstance which, with or without notice or lapse of time or both, would constitute any of the Company foregoing under, any Assigned Agreement; or (d) permit the acceleration or maturity of any Indebtedness of Seller or Indebtedness secured by any of its Subsidiaries, assets or properties; except in the case cases of clauses (iia), (c) and (iii), d) as would not be material prevent or materially impede the ability of Seller to consummate the Company and its Subsidiaries, taken as a wholetransactions contemplated hereby.

Consents and Approvals; No Conflicts. (a) No consent, approval or authorization of, or filing or registration with, notification to, or authorization, consent, expiration of waiting period or approval of any Governmental Entity or any other Person is required to be mademade or obtained by Seller, obtained or given by the Company Company, the Liability Transferors or any other Affiliate of its Subsidiaries Seller in connection with the execution, delivery and or performance by the Company of this Agreement and Agreement, the Assumption Agreement, the Reorganization Documents or the other Transaction Documents and the consummation of the Transactions, except for: (i) filings and the expiration or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with the Transaction Documents and Transactionsagreements contemplated hereby. (b) The execution, delivery and performance by the Company of this Agreement Agreement, the Assumption Agreement, the Reorganization Documents and each other agreement contemplated hereby by Seller, the Company, the Liabilities Transferors and/or any other Transaction Documents to which it is or will be a party do Affiliate of Seller, as applicable, does not, and the consummation of the Transactions transactions contemplated hereby or thereby do not and will not (i) conflict with or result in a violation of any provision of the Constituent Documents of Seller, the Company, the Liability Transferors or breach of, or be in any other Affiliate of Seller; (ii) conflict with or constitute result in a violation ofof any Law or Order applicable to Seller, the applicable Charter Documents Company, the Liability Transferors, any other Affiliate of the Company Seller or any of its Subsidiaries, (ii) violate any Applicable Laws, Orders their respective properties or Permits applicable to the Company or any of its Subsidiaries or assets; (iii) violate, conflict with, result in a material Default under, or give to any Person any rights of termination or acceleration under any Material Contract of the Company or any of its Subsidiaries, other than where any such termination or acceleration would not have a Material Adverse Effect, or result in the creation of any Encumbrance Lien (other than a Permitted EncumbranceLien) upon any of the properties or assets of the Company Company; or (iv) except as set forth in the Disclosure Schedule, with or without notice, lapse of time or both, conflict with or result in any breach of, constitute a default under, result in a material violation of, result in the acceleration of or create in any party the right to accelerate, terminate or cancel any Contract to which Seller, the Company, the Liability Transferors or any other Affiliate of its Subsidiaries, except in the case of clauses (ii) and (iii), as would not be material to the Company and its Subsidiaries, taken as Seller are a wholeparty.

Consents and Approvals; No Conflicts. (a) No consent, approval approval, order or authorization of, or declaration or filing or registration with, any Governmental Entity or any other Person is required to be made, obtained or given by the Company or any of its Subsidiaries Subsidiary in connection with the execution, execution and delivery and performance by the Company of this Agreement and the other Transaction Documents performance by it of its obligations under this Agreement, and the consummation by the Company of the Arrangement and other Transactions, other than those which are referred to in this Agreement and except for: (i) filings for those that would not have, individually or in the aggregate, a Material Adverse Effect. The authorization of this Agreement, the execution and the expiration or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with the Transaction Documents and Transactions. (b) The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which performance by it is or will be a party do notof its obligations under this Agreement, and the consummation of the Arrangement and other Transactions will not not: (a) result (with or without notice or the passage of time) in a violation or breach of or otherwise accelerate any rights, obligations or liabilities under, constitute a default under, or require any consent to be obtained under, any provision of: (i) result in a its or any of its Subsidiaries’ certificate of incorporation, articles, by-laws or other charter documents; (ii) any applicable Laws (subject to obtaining the Regulatory Approvals), except to the extent that the violation or breach of, or be in conflict with or constitute a violation offailure to obtain any consent under, the any applicable Charter Documents of the Company or any of its Subsidiaries, (ii) violate any Applicable Laws, Orders would not have, individually or Permits applicable in the aggregate, a Material Adverse Effect; or (iii) any Contract or Order to which the Company or any of its Subsidiaries is party or by which it is bound, except (iiiA) violate, conflict with, result in a material Default under, or give to any Person any rights of termination or acceleration under any Material Contract of the Company or any of its Subsidiaries, other than where any such termination or acceleration as would not have have, individually or in the aggregate, a Material Adverse Effect, or (B) for any violation, breach, acceleration, default or consent obligation caused as a result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties status, business or assets activities of Parent or Acquisition Sub; or (b) give rise to any event of default under, right of termination under, or acceleration or cancellation of, any Contract or indebtedness of the Company or any Subsidiary, or cause any such Contract to terminate or such indebtedness to come due before its stated maturity or cause any available credit of its Subsidiariesthe Company or any Subsidiary to cease to be available, in each case except in the case of clauses (ii) and (iii), as would not be material to have, individually or in the Company and its Subsidiariesaggregate, taken as a wholeMaterial Adverse Effect.

Consents and Approvals; No Conflicts. (a) No consent, approval or authorization of, or filing or registration with, any Governmental Entity Entity, or any other Person Person, is required to be made, obtained or given by the Company or any of its Subsidiaries such Purchaser in connection with the execution, delivery and performance by the Company such Purchaser of this Agreement and the other Transaction Documents and the consummation of the Transactions, except for: (i) filings and the expiration or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with this Agreement, the Transaction Documents and the Transactions. (b) The execution, delivery and performance by the Company such Purchaser of this Agreement and the other Transaction Documents to which it is or will be a party do not, and the consummation of the Transactions will not (ia) result in a violation or breach of, or be in conflict with or constitute a violation of, the applicable Charter Documents of the Company or any of its Subsidiariessuch Purchaser, (iib) assuming the consents and approvals referred to in Section 4.3(a) are duly obtained, violate any Applicable Laws, Orders or Permits applicable to the Company or any of its Subsidiaries or such Purchaser (iiic) violate, conflict with, result in a material Default under, or give to any Person any rights of termination or acceleration under any Material material Contract of the Company or any of its Subsidiaries, other than where any such termination or acceleration would not have a Material Adverse Effect, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any of the properties or assets of the Company or any of its SubsidiariesPurchaser, except in the case of clauses (iib) and (iiic), as would not be material to the Company and its Subsidiariessuch Purchaser, taken as a whole.

Consents and Approvals; No Conflicts. (a) No consentExcept for (i) the Company Stockholder Approval, approval or authorization (ii) Filings, permits, authorizations, Consents, notice to and approvals as may be required under, and other applicable requirements of, the HSR Act and any other applicable Antitrust Laws, and (iii) such other Consents or filing or registration other Filings with, any Governmental Entity the failure of which to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Consents of, or Filings with, any other Person is required to be made, obtained or given by Governmental Entity are necessary for the Company or any of its Subsidiaries in connection with the execution, delivery and performance consummation by the Company of this Agreement and the other Transaction Documents and the consummation of the Transactions, except for: (i) filings and the expiration or early termination of any waiting period under any applicable Antitrust Law and (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required in connection with the Transaction Documents and Transactions. (b) The execution, Neither the execution and delivery and performance of this Agreement by the Company nor the consummation by the Company of this Agreement and the other Transaction Documents to which it is or will be a party do not, and Transactions nor compliance by the consummation Company with any of the Transactions terms or provisions hereof, will not (i) result in a violation or breach of, or be in conflict with or constitute a violation of, violate any provision of the applicable Charter Documents certificate of incorporation or bylaws of the Company or any of the similar organizational documents of any of its Subsidiaries, Subsidiaries or (ii) assuming that the authorizations, Consents and approvals referred to in Section 4.4(a) are duly obtained in accordance with the DGCL and applicable Law, (x) violate any Applicable Laws(1) Law or (2) Order, Orders or Permits in either case, applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (iiiy) violate, conflict with, result in a the loss of any material Default benefit under, constitute a default (or give to any Person any rights an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or acceleration under any Material Contract of cancellation under, accelerate the Company or any of its Subsidiaries, other than where any such termination or acceleration would not have a Material Adverse Effectperformance required by, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) Lien upon any of the respective properties or assets of the Company or any of its SubsidiariesSubsidiaries under, except any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected, except, in the case of clauses the foregoing clause (ii) and (iii), as would not reasonably be material expected to have, individually or in the aggregate, a Company and its Subsidiaries, taken as a wholeMaterial Adverse Effect.