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

Consents and Approvals; No Violation. None of the execution, delivery or performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by Parent or Acquisition Sub, the Company, nor performance by Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by Parent of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate governing documents of incorporation Parent or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesAcquisition Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, or (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQAct, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material material Contract or obligation to which the Company Parent or Acquisition Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Acquisition Sub) or by which any of their respective assets are bound, except as, in the case cases of clauses (b) through (ed), such violations, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, or materially impair, the ability of either Parent of Acquisition Sub to consummate the Offer, the Merger or the other transactions contemplated by this Agreement.

Consents and Approvals; No Violation. None Except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Merger Sub to perform their respective covenants and obligations this Agreement and the executionCVR Agreement (if applicable) and consummate the Transactions, the execution and delivery or performance of this Agreement and the CVR Agreement (if applicable) by Parent or Merger Sub, the Company, nor performance by Xxxxxx and Merger Sub of their respective covenants and obligations hereunder and thereunder and the consummation of the transactions contemplated hereby, Transactions do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQNASDAQ and the NYSE, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, (d) or result in the creation loss of a material benefit or imposition of rights under any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) such Contract, or (ed) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets or properties are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the Company’s performance of and compliance with its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or under any other applicable Antitrust LawsLaw, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of or loss of any benefit under any provisions of, or require any consent, waiver notice or approval Consent or constitute a change of control or result in a default (or give rise to any right of termination, cancellation, modification modification, vesting or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or Transactions will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent similar governing documents) of the Company or any of its Subsidiaries, ; (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, ; (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract; (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) ); or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by the Company, nor the performance by the Company and its Subsidiaries of their covenants and obligations hereunder and the consummation of the transactions contemplated hereby, hereby do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundContract, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Merger Sub) ), or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Except as would not have a Parent Material Adverse Effect the execution, execution and delivery or performance of this Agreement by the CompanyParent or Merger Sub, nor Parent’s and Merger Sub’s performance of and compliance with their respective covenants and obligations hereunder and the consummation of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and or under any other applicable Antitrust LawsLaw, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of or loss of any provisions benefit under any provision of, or require any consent, waiver notice or approval Consent or result in constitute a change of control or default (or give rise to any right of termination, cancellation, modification modification, vesting or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, (d) or result in the creation loss of a material benefit or imposition of rights under any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) such Contract, or (ed) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets or properties are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificates of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Guarantor (solely with respect to this Article IV and Section 9.12), Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) for the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, thereunder or (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) for the applicable requirements of NASDAQunder the DGCL, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval under or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, modification or acceleration or any event thatacceleration) under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party or by which the Company Parent or any of its Subsidiaries Merger Sub or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not(c) and (d) for any of the foregoing that are not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated herebyhereby (including the issuance of the Conversion Shares) will conflict with, do or will (a) violate or conflict with or result in any breach violation of the Certificate of Incorporation, as amended, or Bylaws of the Company or the comparable charter or organizational documents of any provision of its subsidiaries. Except as set forth in Schedule 2.8, neither the execution and delivery of this Agreement by the Company nor the consummation of the respective certificate transactions contemplated hereby (including the issuance of incorporation the Conversion Shares) will conflict with, or bylaws result in any violation of or default (with or equivalent governing documentswithout notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets or the Company or any of its Subsidiariessubsidiaries under, (ba) require any Permit ofloan or credit agreement, note, bond, mortgage, indenture, lease or filing with other agreement, instrument, permit, concession, franchise or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order license applicable to the Company or any of its Subsidiaries subsidiaries or by which their respective properties or assets, or (b) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its subsidiaries or their respective assets are boundproperties or assets, except asother than, in the case of clauses (a) or (b) through (e), would notany such conflicts, violations, defaults, rights or Liens that individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any Federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity"), is required by the Company or any of its subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement (including the issuance of the Conversion Shares), except for (i) the filing with the SEC (and NASDAQ) of the Proxy Statement, and such other reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing of the Certificate of Designation with the Secretary of State of Delaware pursuant to the DGCL and (iii) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company, nor performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (ed), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (bii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY") except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act and any other applicable Antitrust LawsACT"), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderDGCL, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture 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 boundbound except as disclosed in Section 4.07(iii) of the Disclosure Letter, (div) result in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any material asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) Subsidiaries, or (ev) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses clause (bii), (iii), (iv) through and (ev), for any such consent the absence of which, or lien or violation the creation of which, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its SubsidiariesCompany Subsidiary, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any foreign, Federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other Act”), or applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) for the applicable requirements of any federal or state securities Laws, including compliance with the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, thereunder and (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) for the applicable requirements of NASDAQunder the DGCL, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval under or 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, modification or acceleration or any event thatacceleration) under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, lease, license, contract, agreement or obligation other instrument to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which the Company or any of its Subsidiaries them or any of their respective assets may be are bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (Company Subsidiary other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order order, writ injunction or decree applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any of their respective assets are bound, except as, in the case of clauses (b), (c), (d) through and (e), would not) for any of the foregoing that are not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially delay the consummation of the Merger.

Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or nor the compliance by the Company with any of the provisions hereof will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or other similar governing documents of any of its the Company’s Subsidiaries, (b) require any Permit material consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQEntity”), (c) modify, violate, conflict with, or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or give rise to any right of termination, cancellation, modification or acceleration acceleration, or trigger any requirement or option for additional consideration, or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or loss or reduction of any rights or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture 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, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order (as defined below) applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, (i) in the case of each of clauses (ba) through (with respect to the Company’ Subsidiaries), (c), (d) and (e)) of this Section 3.04, would notfor such violations, conflicts, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company to perform its covenants or obligations under this Agreement, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 3.04, (A) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (published in the Official Journal of the European Union on January 29, 2004 at L 24/1) (the “EC Merger Regulation”) or any other applicable federal, state or foreign Law, Order or other legal restraint designed to govern foreign investment, competition or prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (B) the applicable requirements of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”), (C) the filing and recordation of appropriate merger documents as required by the Corporation Law, or (D) the applicable requirements of the New York Stock Exchange, and (iii) in the case of each of clauses (b), (c), (d) and (e) of this Section 3.04, for such violations, conflicts, breaches, defaults or Liens as may arise as a result of facts or circumstances relating to Parent or its Affiliates (as defined below) or Laws or contracts binding on Parent or its Affiliates, in each case of this clause (iii), that are not known to the Company.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificates of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or (iv) the applicable requirements of NASDAQCorporation Law, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation violate any order, writ, injunction, decree, statute, rule or imposition of any Lien on any asset of the Company regulation applicable to Parent or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition including Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any notice, consent, waiver or approval or result in a default or loss of any material rights (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition SubLiens) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or Transactions will (a) subject to the receipt of the Company Stockholder Approval, violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable Antitrust LawsLaw, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderfiling with the SEC of a proxy statement relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement”), (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware, and the filing of appropriate documents with the relevant authorities of other jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) subject to the receipt of the Company Stockholder Approval and assuming compliance with the requirements set forth in (b)(i) through (b)(iv) of this Section 3.6 and the accuracy of the representation set forth in the first sentence of Section 4.6, violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of the Company to fulfill its obligations under this Agreement or consummate the Transactions.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by and the CompanyPOL Agreement, nor the consummation of the transactions contemplated hereby, do or hereby and thereby and the performance by the Company of its obligations hereunder and thereunder will not: (a) violate or subject to the obtaining of any requisite approvals of the Company's shareholders as contemplated by Sections 1.8 and 1.9 hereof, conflict with or result in any breach of any provision of the respective certificate Company's articles of incorporation or bylaws or the articles of incorporation or bylaws (or equivalent governing other similar charter documents) of the Company or any of its Subsidiaries, ; (b) require any Permit consent, approval, order, authorization or permit of, or registration, filing with or notification to, any governmental or regulatory authority or agency (a "Governmental Authority Entity"), except for (i) as may be required the filing of a premerger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act and any other applicable Antitrust LawsAct"), (ii) the applicable requirements filing with the SEC of any federal or state securities Laws(x) the Schedule 14D-9, including compliance with (y) the Company Proxy Statement relating to the approval by the Company's shareholders of this Agree- ment, if such approval is required by law, and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement, the Tender and Option Agreement and the rules transactions contemplated hereby and regulations promulgated thereunderthereby, and (iii) the filing of the Certificate Articles of Merger as required by with the DGCL or (iv) Department of State of the applicable requirements Commonwealth of NASDAQ, Pennsylvania; (c) modifyexcept as disclosed on Schedule 3.4(c), violate, conflict with, or result in a any violation of or the breach of any provisions of, or require any consent, waiver or approval or result in constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event thatguaranteed payments under or to a loss of a material benefit under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, lease, mortgage, 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 properties or assets may be bound, (d) result in the creation except for such violations, breaches, defaults, or imposition rights of any Lien on any asset of the Company termination, cancellation or any of its Subsidiaries (other than Permitted Liens acceleration, or one created by Parent losses as to which requisite waivers or Acquisition Sub) consents have been obtained or (e) violate any Law or Order applicable will be obtained prior to the Company Effective Time or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would notwhich, individually or in the aggregate, reasonably be expected to have would not (i) result in a Company Material Adverse Effect, (ii) materially impair the ability of the Company to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; (d) violate the provisions of any order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company or any Subsidiary, in such a manner as to (i) result in a Material Adverse Effect, (ii) materially impair the ability of the Company to perform its obligations under this Agreement or (iii) prevent the consummation of any of the transactions contemplated by this Agreement; or (e) result in the creation of any lien, charge or encumbrance upon any shares of capital stock, properties or assets of the Company or its Subsidiaries under any agreement or instrument to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries is bound.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the CompanyGREAT, nor the its consummation of the transactions contemplated hereby, do or hereby nor its compliance with any of the provisions hereof will (a) violate or conflict with or result in any the breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, Charter Documents; (b) require any Permit consent, approval, order or authorization of, or registration, qualification, designation or filing with or notification to, any Governmental Authority governmental or regulatory authority, the failure of which to obtain would have a Material Adverse Effect, except for (i) the filing with the SEC of a Form D and such other documents as may be required under in connection with this Agreement and the HSR Act other Common Shares being issued in the Private Placement and any other applicable Antitrust Lawsthe obtaining from the SEC of such orders as may be so required, (ii) the applicable requirements filing of any federal or such documents with, and the obtaining of orders from, the various state securities Laws, including compliance authorities that are required in connection with the Exchange Act transactions contemplated by this agreement and the rules and regulations promulgated thereunder, (iii) the filing of an additional listing application and the Certificate listing of Merger the Purchased Common Shares to be issued pursuant to this Agreement and the other Common Shares to be issued in the Private Placement, as required contemplated by the DGCL Section 5.1(c); or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a any breach of any provisions of, or require any consent, waiver or approval or result in a default (with or give rise to any right of termination, cancellation, modification without notice or acceleration or any event that, with the giving of notice, the passage lapse of time or otherwiseboth) or violate any loan agreement, would constitute a default note, mortgage, indenture, lease or give rise other obligation, instrument, order, injunction, decree, statute, rule or regulation applicable to any such right) under any of the terms, conditions GREAT or provisions of any Material Contract 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 properties or assets may be boundwhere such conflicts, (d) result in the creation breaches, defaults or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundviolations would, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, delivery or performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except Except for (i) as may be required under the HSR Act filing with the SEC of the Offer Documents, and any other applicable Antitrust Lawsthe Schedule 13E-3/A, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, and (iii) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and the HSR Act, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by Parent and the DGCL Purchaser of the transactions contemplated hereby, other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, in the aggregate, a Parent Material Adverse Effect. (b) None of the execution and delivery of this Agreement or the Option Agreement by Parent or the Purchaser, or the consummation by Parent or the Purchaser of the transactions contemplated hereby, or compliance by Parent or the Purchaser with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of Parent or any of the similar organizational documents of the Purchaser or (ivii) assuming that the applicable requirements of NASDAQauthorizations, consents and approvals referred to in Section 4.3(a) are obtained, (cx) modifyviolate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent or the Purchaser or any of their respective properties or assets, or (y) violate, conflict with, or result in a breach the loss of any provisions ofmaterial benefit under, or require any consent, waiver or approval or result in constitute a default (or give rise to any right of termination, cancellation, modification or acceleration or any an event thatwhich, with the giving notice or lapse of noticetime, the passage of time or otherwiseboth, would constitute a default default) under, result in the termination of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any such right) under Lien upon any of the respective properties or assets of Parent or Purchaser under, any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, deed of trust, license, permit, lease, contract, agreement or other instrument or obligation to which Parent or the Company or any of its Subsidiaries Purchaser is a party party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be boundbound or affected, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses clause (bii) through (e)above, would notfor such violations, individually conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Lien creations which, in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violation. None of (a) Neither the execution, execution and delivery or performance of this Agreement by the CompanyAgreement, nor the consummation by the Company of the transactions contemplated hereby, do or will will: (ai) violate or conflict with or result in any breach of any provision of the Company Certificate or Company Bylaws or the respective certificate organizational documents of incorporation or bylaws (or equivalent governing documents) any of the Company or any of its Company’s Subsidiaries, ; (bii) require any Permit consent, approval, authorization or permit of, or filing with or notification toto (“Permits”), any Governmental Authority Entity, except (iA) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as may be required under amended (the “HSR Act Act”) and any other applicable Antitrust U.S. or foreign Competition Laws, ; (iiB) the filings and consents listed in Section 5.4(a)(ii) of the Company Disclosure Letter; (C) pursuant to the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Securities Act and the rules and regulations promulgated thereunder, Exchange Act; (iiiD) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is authorized to do business; (E) as may be required by the DGCL any applicable state securities or “blue sky” Laws or state takeover Laws; or (ivF) pursuant to the applicable requirements rules and regulations of the NASDAQ; (iii) except as set forth in Section 5.4(a)(iii) of the Company Disclosure Letter, (c) modify, violate, conflict with, or result in a material violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or Lien), or require any event that, with the giving of notice, the passage of time consent or otherwise, would constitute a default or give rise to any such right) notice under any of the terms, conditions or provisions of any Material Contract Company Contract, except for such violations, breaches and defaults (or obligation rights of termination, cancellation or acceleration or Liens) as to which requisite waivers or consents have been obtained; or (iv) assuming that the Company Permits referred to in this Section 5.4 are duly and timely obtained or any of its Subsidiaries is a party or by which made and the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset approval of the Company or any of its Subsidiaries (other than Permitted Liens or one created Merger and this Agreement by Parent or Acquisition Sub) or (e) the Company’s stockholders has been obtained, materially violate any Law or Order applicable to the Company or any of its Subsidiaries Subsidiaries, or by which to any of their respective assets are bound, except as, in the case of clauses assets. (b) through Assuming the accuracy of the representations set forth in Section 6.12, the affirmative vote of a majority of the voting power of the outstanding shares of Company Common Stock in favor of the approval and adoption of this Agreement (e), would not, individually the “Company Stockholder Approval”) is the only vote of the holders of any class or in series of the aggregate, reasonably be expected Company’s or its Subsidiaries’ securities necessary to have a Company Material Adverse Effectapprove and adopt this Agreement and the Merger.

Consents and Approvals; No Violation. None Except as set forth on the Disclosure Schedule, and except for any required approval of the Merger by the stockholders of the Company and the filing of the Delaware Certificate of Merger in accordance with the DGCL, neither the execution, delivery or and performance of this Agreement by the Company, Company nor the consummation by it of the transactions contemplated hereby, do or hereby and thereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) By-Laws of the Company or any of its Subsidiaries, Company; (bii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority governmental or regulatory authority, except (iA) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance in connection with the Exchange Act and (B) where the rules and regulations promulgated thereunderfailure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect; (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in constitute a breach of any provisions of, or require any consent, waiver or approval or result in a default (under, or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration or any event thatunder, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, license, contract, agreement (including, without limitation, the Stock Purchase Agreement) or other instrument or obligation of any kind 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, (d) result except for any such breach, default or right as to which requisite waivers or consents have been obtained or which, in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) aggregate, would not have a Material Adverse Effect; or (eiv) assuming compliance with the DGCL, violate any Law order, writ, injunction, judgment, decree, law, statute, rule, regulation or Order governmental permit or license applicable to the Company or any of its Subsidiaries or by assets, which any of their respective assets are bound, except as, in the case of clauses (b) through (e), violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None (a) Except for (i) the filing with the SEC of the executionpreliminary proxy statement and the Proxy Statement, delivery (ii) the filing of the Articles of Merger with the Secretary of State pursuant to the NBCA, and (iii) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act or performance of this Agreement by the Companyany other applicable antitrust or competition law, nor no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by Parent and Merger Sub of the transactions contemplated hereby, do other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (a “Parent Material Adverse Effect”). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (ai) violate or conflict with or result in any breach of violate any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) by-laws of the Company Parent or any of its Subsidiaries, (b) require any Permit of, the similar organizational documents of Merger Sub or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) assuming that the applicable requirements of any federal or state securities Lawsauthorizations, including compliance with the Exchange Act consents and the rules and regulations promulgated thereunderapprovals referred to in Section 4.3(a) are obtained, (iiiA) the filing violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent, Merger Sub, or any of the Certificate of Merger as required by the DGCL their respective properties or assets, or (ivB) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach the loss of any provisions ofmaterial benefit under, or require any consent, waiver or approval or result in constitute a default (or give rise to any right of termination, cancellation, modification or acceleration or any an event thatwhich, with the giving notice or lapse of noticetime, the passage of time or otherwiseboth, would constitute a default default) under, result in the termination of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any such right) under Lien upon any of the properties or assets of Parent or Merger Sub under, any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be boundbound or affected, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses clause (bii) through (e)above, would notfor such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Lien creations which, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do hereby nor compliance by Parent or Merger Sub with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required (i) under the HSR Act and any other applicable Antitrust LawsAct, (ii) to be in compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) for the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) to be in compliance with the applicable requirements of NASDAQany stock exchange on which Parent’s securities are listed, (c) modify, violate, conflict with, or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or other change of any right or obligation or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (ed), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated hereby. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby.

Consents and Approvals; No Violation. None Except as set forth on the Company Disclosure Letter delivered to the Company as of the date of this Agreement (the "Company Disclosure Letter"), and except for any required approval of the Merger by the shareholders of the Company and the filing of the New York Certificate of Merger in accordance with the BCL, neither the execution, delivery or and performance of this Agreement by the Company, Company nor the consummation by it of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation Restated Certificate or bylaws (or equivalent governing documents) By-Laws of the Company or any of its SubsidiariesCompany, (bii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority governmental or regulatory authority, except (iA) in connection with the Hart-Xxxxx-Xxxxxx Xxxitrust of 1976, as may be required under amended (the "HSR Act Act"), (B) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have a Material Adverse Effect, and (C) for any requirements which became applicable to the Company as a result of the specific regulatory status of the Parent or the Purchaser or as a result of any other applicable Antitrust Laws, (ii) facts that specifically relate to the applicable requirements of any federal business or state securities Laws, including compliance with activities in which the Exchange Act and Parent or the rules and regulations promulgated thereunder, Purchaser is or proposes to be engaged; (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in constitute a breach of any provisions of, or require any consent, waiver or approval or result in a default (under, or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration or any event thatunder, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundnote, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundbond, except asmortgage, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.indenture,

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do hereby nor compliance by Parent or Merger Sub with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) compliance with the applicable requirements of NASDAQthe New York Stock Exchange, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company Parent or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), (c) and (d) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated hereby. No vote of Parent’s stockholders is necessary to approve this Agreement or any of the transactions contemplated hereby.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Target nor the consummation of the transactions contemplated hereby, hereby do or will will, so long as the required approval of Target’s shareholders is obtained prior to the Effective Time, (ai) violate or conflict with or result in any breach of any provision of the respective certificate Articles of incorporation Incorporation or bylaws Bylaws of Target or similar governing documents of any Subsidiary of Target; (or equivalent governing documents) of the Company or any of its Subsidiaries, (bii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority governmental or regulatory authority, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate Articles of Merger as required by (or similar document) pursuant to the NRS and the DGCL or (iv) where the applicable requirements of NASDAQfailure to obtain such consent, (c) modifyapproval, violate, conflict withauthorization or permit, or to make such filing or notification, would not individually or in the aggregate result in a breach of any provisions of, or require any consent, waiver or approval Material Adverse Effect; (iii) conflict with or result in a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, license, agreement or other instrument or obligation to which the Company Target or any of its Subsidiaries is a party or by which the Company Target, any of its Subsidiaries or any assets of Target or any of its Subsidiaries may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained; or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Target, any of its Subsidiaries or any of their respective assets may be bound, (d) or result in the creation any suspension, revocation, impairment, forfeiture or imposition nonrenewal of any Lien on license, or right to effect any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundsuch action, except as, in where the case of clauses (b) through (e), failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by the Company, nor the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, hereby do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice, waiver, payment of a penalty or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the FDA), agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”) and any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL Corporation Law or (iv) the applicable requirements of NASDAQthe Nasdaq Global Select Market, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind (collectively, “Liens”) on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Merger Sub) or ), (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, or (f) result in the case loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Company’s or any Subsidiary’s right to own, use, or hold for use any of the Intellectual Property as owned, used or held for use in the conduct of business of the Company or any of its Subsidiaries; except (x) in each of clauses (b) through and (e)d) where any failure to obtain such consents, approvals, authorizations or permits, any failure to make such filings or any such modifications, violations, rights, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (y) in each of clauses (c), (e) and (f) where any failure to obtain such consents, approvals, authorizations or permits, any failure to make such filings or any such modifications, violations, rights, breaches or defaults would not, individually or in the aggregate, be materially adverse to the Company and its Subsidiaries, taken as a whole.

Consents and Approvals; No Violation. None of (a) Neither the execution, execution and delivery or performance of this Agreement by the CompanyAgreement, nor the consummation of the transactions contemplated herebyTransactions and compliance with the provisions hereof, do result in any violation of, or will default (awith or without notice or lapse of time, or both) violate under, or conflict with give to others a right of termination, cancellation or acceleration of any material obligation or result in the loss of a material benefit under, or result in the creation of any breach Lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any provision of (i) the respective certificate of incorporation Company Certificate or bylaws Company Bylaws, (ii) any contract or equivalent governing documentsany other note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to the Company or (iii) of any judgment, order, decree, statute, Law, ordinance, rule or regulation applicable to the Company or any of its Subsidiariesproperties or assets, other than, in the case of clause (ii), any such violations, defaults, rights, Liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) require any Permit ofNo filing or registration with, or filing with authorization, consent or notification toapproval of, any Governmental Authority Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Merger and the Transactions, except for: (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by with the DGCL or Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business; (ii) such filings relating to the Proxy Statement, if required; (iii) such filings relating to the HSR Act and other applicable Antitrust Laws; (iv) such filings relating to NASDAQ; and (v) such other consents, orders, authorizations, registrations, declarations and filings the applicable requirements failure of NASDAQ, (c) modify, violate, conflict with, which to be obtained or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), made would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Except as would not, individually or in the executionaggregate, delivery reasonably be expected to prevent, materially delay or performance of this Agreement by the Company, nor materially impair the consummation of the transactions contemplated herebyhereby or the ability of Parent or Merger Sub to fulfill its obligations hereunder, the execution and delivery of this Agreement by Parent or Merger Sub, the performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby do or not and will not, (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware, or (iv) the applicable requirements of NASDAQNASDAQ and the New York Stock Exchange, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective properties or assets may be are bound, (d) or result in the creation loss of a material benefit or imposition of rights under any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) such Contract, or (ed) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets or properties are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Sellers nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Sellers, the Target Companies or any of its their respective Subsidiaries, (b) require any consent, approval, authorization or Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under (i) the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, or (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQthe New York Stock Exchange, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, that would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of of, any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries Target Companies or any of their respective assets may be boundSubsidiaries is subject, (d) result in the creation or imposition of any Lien Encumbrance on any asset of the Company Target Companies or any of its their respective Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) the Purchasers), or (e) violate any Law or Governmental Order applicable to the Company Target Companies or any of its Subsidiaries or by which any of their respective assets are bound, Subsidiaries; except as, in the case each of clauses (b) through ), (c), (d), and (e), where any failure to obtain such consents, approvals, authorizations or Permits, any failure to make such filings or any such modifications, violations, rights, breaches or defaults would not, individually or in the aggregate, reasonably be expected to (i) have a Company Material Adverse EffectEffect or (ii) prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or otherwise affect the Sellers’ or the Target Companies’ ability to satisfy its obligations hereunder.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Purchasers nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its SubsidiariesPurchasers, (b) require any consent, approval, authorization or Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, or (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material material Contract or obligation to which the Company Purchasers or any of its their respective Subsidiaries is a party or by which the Company Purchasers or any of its their respective Subsidiaries or any of their respective assets may be bound, or (d) result in the creation violate any order, writ, injunction, decree, statute, rule or imposition of any Lien on any asset of the Company regulation applicable to Purchasers or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its their respective Subsidiaries or by which any of their respective assets are bound, except as, that in the case each of clauses (b) through (e), (c) or (d) where any failure to obtain such consents, approvals, authorizations or Permits, any failure to make such filings or any such violations, conflicts, breaches or defaults would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent, materially impede or materially delay the consummation of the transactions contemplated hereby or otherwise affect Purchasers' ability to satisfy its obligations hereunder.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby nor compliance by the Company with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or the organizational documents of any of its the Company’s Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the U.S. Food and Drug Administration (“FDA”)), agency, commission, tribunal or body (each, a “Governmental Authority Entity”) except (i) as may be required (i) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other applicable Antitrust LawsAct”), (ii) to be in compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) for the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) to be in compliance with the applicable requirements of NASDAQThe NASDAQ Global Market, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or other change of any right or obligation, payment obligation or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture, Permit or other instrument or obligation to which the any Company or any of its Subsidiaries Entity is a party or by which the any Company Entity or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind (collectively, “Liens”) on any asset of the any Company or any of its Subsidiaries Entity (other than Permitted Liens or one created by Parent or Acquisition SubLiens) or (e) violate any Law or Order applicable to the any Company or any of its Subsidiaries Entity or by which any of their respective its assets are bound, except as, in the case of clauses (b) through (e), inclusive, as have not had and would notnot reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Parent or Merger Sub nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Articles of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, or (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or (iv) the applicable requirements of NASDAQMBCA, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation violate any order, writ, injunction, decree, statute, rule or imposition of any Lien on any asset of the Company regulation applicable to Parent or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition including Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by the Company, nor the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, hereby do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger appropriate merger documents as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any notice, consent, waiver or approval or result in a default or loss of any material rights (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundContract, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Merger Sub) ), or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None Assuming the accuracy of the executionrepresentation set forth in the first sentence of Section 5.6, neither the execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesCompany, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundContract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective its assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by the CompanyAgreement, nor the consummation of the transactions contemplated hereby, do or hereby and the performance by the Company of its obligations hereunder will not: (a) violate or conflict with or result in any breach of any provision of the respective certificate Company's Articles of incorporation Incorporation or bylaws Bylaws or the Articles of Incorporation or Bylaws (or equivalent governing other similar charter documents) of the Company or any of its Subsidiaries, ; (b) require any Permit consent, approval, order, authorization or permit of, or registration, filing with or notification to, any governmental or regulatory authority or agency (a "Governmental Authority Entity") or any private third party, except for (i) the filing of a pre-merger notification and report form by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of the Company Proxy Statement/Prospectus relating to the approval by the Company's shareholders of this Agreement, if such approval is required by law and such reports under Section 13(a) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance in connection with the Exchange Act this Agreement and the rules transactions contemplated hereby and regulations promulgated thereunder, (iii) the filing of the Certificate Articles of Merger as required by with the DGCL or (iv) the applicable requirements Utah Division of NASDAQ, Corporations and Commercial Code; (c) modify, violate, conflict with, or result in a any violation of or the breach of any provisions of, or require any consent, waiver or approval or result in constitute a default (with notice or lapse of time or both) under (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.guaranteed payments A-6

Consents and Approvals; No Violation. None of the execution, (a) The execution and delivery or performance of this Agreement by Seller do not, and the Company, nor performance by Seller of this Agreement and the consummation of the transactions contemplated herebyhereby will not, require Seller or any Company to obtain (x) any consent, approval, waiver, authorization or permit of, or to make any filing or registration with or notification to (“Consents”), any court, agency or commission, or other governmental entity, authority or instrumentality, whether domestic or foreign (“Governmental Authority”), or (y) any Consent of any third party, except for (i) applicable filing requirements, if any, of the HSR Act; (ii) filings required to be made by Seller or its Affiliates with the United States Securities and Exchange Commission; and (iii) the Consents set forth in Schedule 5.5(a). (b) Provided Seller has obtained or made the Consents set forth in Schedule 5.5(a), the execution and delivery of this Agreement by Seller do or not, and the performance of this Agreement by Seller and the consummation of the transactions contemplated hereby will not, except as set forth in Schedule 5.5(b), (ai) violate or conflict with or violate the articles of incorporation or by-laws, in each case as currently in effect, of any of the Companies, (ii) conflict with or violate any Laws applicable to any of the Companies or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or give rise to others any right of termination, cancellationamendment, modification or acceleration or any event thatcancellation of, with or require payment under, or result in the giving creation of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under Lien on any of the terms, conditions properties or provisions assets of any Material Contract of the Companies under, any note, bond, indenture, Contract, permit, franchise or other instrument or obligation to which the such Company or any of its Subsidiaries is a party or by or to which the Company or any of its Subsidiaries the Companies or any of their respective properties or assets may be boundis bound or subject, (d) result in the creation or imposition of any Lien on any asset except for such of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would notforegoing which, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse EffectEffect on the Companies, taken as a whole.

Consents and Approvals; No Violation. None of the execution, delivery or performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except Except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) for the filing of the Certificate of Merger with the Delaware Secretary of State in accordance with the DGCL, (ii) for any filings required to be made pursuant to the HSR Act and any other Antitrust Laws (all of the foregoing, the “Company Required Governmental Approvals”) and (iii) except as otherwise set forth on Schedule 3.4(a), no Company Entity is required to give any notice to, make any filing, registration, designation or declarations with, or obtain any Consent of any Governmental Authority under applicable Law in connection with the execution, delivery and performance by the DGCL Company of this Agreement or any of the Ancillary Agreements to which the Company or any other Company Entity it is or will be a party or the consummation of the transactions contemplated hereby and thereby. (ivb) Except as set forth on Schedule 3.4(b), the applicable requirements execution, delivery and performance by the Company of NASDAQthis Agreement and by any Company Entity of the Ancillary Agreements to which such Company Entity is a party, and the consummation of the transactions contemplated hereby and thereby, does not and will not: (i) violate any provision of any Organizational Documents, in each case as amended, of any Company Entity, (cii) modifysubject to the expiration or termination of the waiting period under the HSR Act, breach, violate, conflict withwith or result in a default under any provision of, or constitute an event that would result in a breach or violation of or conflict or default under, in any material respect, any applicable Law or Order to which any Company Entity is subject or by which any property or asset of any Company Entity is subject or bound, (iii) require Consent under, or result in a material breach of any provisions of, or require any consent, waiver or approval or result in constitute a material default (with or without notice or lapse of time, or both) under, or give rise to any a right of termination, cancellation, modification cancellation or acceleration of any obligation, or to the loss of any event thatbenefit under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation Permit to which the any Company or any of its Subsidiaries Entity is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets or properties are bound, except asor (iv) result in, in require or permit the case creation or imposition of clauses any material Lien (bother than Permitted Liens) through (e), would not, individually upon or in with respect to any of the aggregate, reasonably be expected to have a properties or assets of any Company Material Adverse EffectEntity.

Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the CompanyParent or Merger Sub, nor the consummation of the transactions contemplated hereby, do or nor the compliance by Parent and Merger Sub with any of the provisions hereof will (a) violate or conflict with or result in any breach of any provision of the respective certificate articles of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or Merger Sub or any of its their respective Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQEntity, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or give rise to any right of termination, cancellation, modification or acceleration acceleration, or trigger any requirement or option for additional consideration, or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or loss or reduction of any rights or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) Subsidiaries, or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except as, (i) in the case of each of clauses (bc), (d) through and (e)) of this Section 4.4, would notfor such violations, conflicts, breaches, defaults or Liens which, individually or in the aggregate, have not had, and would not reasonably be expected to have have, a Company Parent Material Adverse Effect, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 4.4, (A) as may be required under any applicable Antitrust Law, (B) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (C) the filing and recordation of appropriate merger documents as required by the OBCA, or (D) the applicable requirements under the DPA, including the CFIUS Approval (as defined below) and (iii) in the case of each of clauses (b), (c), (d) and (e) of this Section 4.4, for such violations, conflicts, breaches, defaults or Liens as may arise as a result of facts or circumstances relating to the Company or its Affiliates or Laws or contracts binding on the Company and its Subsidiaries.

Consents and Approvals; No Violation. None No filing or registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation of the execution, transactions contemplated by this Agreement. Neither the execution and delivery or performance of this Agreement by the CompanyAgreement, nor the consummation of the transactions contemplated hereby, do nor the compliance by any of X'Xxxxx, LFI or will OFP with any of the provisions hereof will, as of the Closing Date, (a) violate or conflict with or result in any breach of any provision of the respective certificate Articles of incorporation Incorporation of LFI or bylaws (the Bylaws of LFI or equivalent governing documents) the Articles of the Company or any Limited Partnership and Certificate of its SubsidiariesLimited Partnership, as amended, of OFP, (b) require any Permit result in a violation or breach of, or filing constitute (with or notification to, any Governmental Authority except (iwithout due notice or lapse of time or both) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which the Company or any of its Subsidiaries X'Xxxxx, LFI or OFP is a party or by which the Company or any of its Subsidiaries X'Xxxxx, LFI or OFP or any of their respective properties or assets may be bound, (c) give rise to any lien, charge or other encumbrance on any of the Assets or the Stock, or (d) result in the creation violate any law, regulation, judgment, order, writ, injunction or imposition decree applicable to any of any Lien on any asset of the Company X'Xxxxx, LFI, LFM (as hereinafter defined) or OFP or any of its Subsidiaries (other than Permitted Liens the Assets or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectStock.

Consents and Approvals; No Violation. None Except as set forth in Section 3.4 of the executionCompany Letter, the execution and delivery or performance of this Agreement by the Companydo not, nor and the consummation of the transactions contemplated herebyhereby and compliance with the provisions hereof will not, do result in any violation of, or will default (awith or without notice or lapse of time, or both) violate under, or conflict with give to others a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in any breach the creation of any provision lien, security interest, charge or encumbrance upon any of the respective certificate of incorporation properties or bylaws (or equivalent governing documents) assets of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification toSubsidiaries under, any Governmental Authority except provision of (i) as may be required under the HSR Act and any other applicable Antitrust LawsCompany Charter or the Company Bylaws, (ii) any 18 25 provision of the applicable requirements comparable charter or organization documents of any federal or state securities Laws, including compliance with of the Exchange Act and the rules and regulations promulgated thereunderCompany's Subsidiaries, (iii) the filing of the Certificate of Merger as required by the DGCL any loan or (iv) the credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective assets may be boundproperties or assets, other than, in the case of clauses (ii), (diii) result or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the creation or imposition of any Lien aggregate, would not have a Material Adverse Effect on any asset the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of its Subsidiaries (other than Permitted Liens the transactions contemplated hereby. No filing or one created registration with, or authorization, consent or approval of, any Governmental Entity is required by Parent or Acquisition Sub) or (e) violate any Law or Order applicable with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the Hart Xxxtx Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), or the Bank Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of their respective assets are boundits Subsidiaries is qualified to do business, except as(iii) such filings as may be required in connection with the taxes described in Section 5.10, in (iv) applicable requirements, if any, of Blue Sky Laws, and (v) such other consents, orders, authorizations, registrations, declarations and filings the case failure of clauses (b) through (e), which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documentsother similar document) or by-laws (or other similar document) of the Company or any of its Subsidiaries, ; (bii) require any Permit consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Authority governmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, except (iA) as may be required under in connection with the applicable requirements, if any, of the HSR Act and any other applicable Antitrust LawsAct, (iiB) pursuant to the applicable requirements of any federal or state securities Laws, including compliance with the Securities Act and the Exchange Act and the rules and regulations promulgated thereunderNNM, (iiiC) the filing of the Certificate of Merger pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (D) as may be required by any applicable state securities laws, (E) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the DGCL antitrust or competition laws of any foreign country or (ivF) where the applicable requirements of NASDAQfailure to obtain such consent, (c) modifyapproval, violate, conflict withauthorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) except as set forth in the Company Disclosure Schedule, result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time lien or otherwise, would constitute a default other charge or give rise to any such rightencumbrance) under any of the terms, conditions or provisions of any Material Contract indenture, note, license, lease, 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 violations, breaches and defaults (dor rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) result as to which requisite waivers or consents have been obtained or which, individually or in the creation aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or imposition of any Lien on any asset adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any of its Subsidiaries (other than Permitted Liens authorizations, consents, approvals or one created by Parent licenses currently in effect which, individually or Acquisition Sub) in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company; or (ev) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this SECTION 5.2(f) are duly and timely obtained or made, violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which to any of their respective assets are boundassets, except as, in the case of clauses (b) through (e), for violations which would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. None of the execution, delivery or performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) I violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e)I, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, execution and delivery by Wendy's or performance Newco of this Agreement by or the CompanyTransaction Agreements to which Wendy's or Newco is a party, nor as the case may be, the consummation by Wendy's or Newco, as the case may be, of the transactions contemplated hereby, do hereby or thereby or compliance by Wendy's or Newco with any of the provisions hereof or thereof will (ai) violate or conflict with or result in any breach of any provision of the respective certificate articles of incorporation or bylaws (or equivalent governing documentssimilar document) or by-laws of the Company Wendy's or Newco or any voting trust or other agreement or understanding with respect to the voting of its SubsidiariesWendy's Common Shares to which Wendy's or Newco is a party or by which either of them is bound, (bii) require any Permit consent, waiver, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except for (iA) filings under the HSR Act, if any, and pre-merger notification under the Competition Act, (B) filings as may be required under the HSR Act and any other applicable Antitrust LawsU.S. Securities Act, (ii) the applicable requirements of any federal or Exchange Act, state securities Lawsor blue sky laws, including compliance with and (C) application for review under the Exchange Act and the rules and regulations promulgated thereunderInvestment Canada Act, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions violation of, default under (with or require any consent, waiver without notice or approval lapse of time or result in a default (both) or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event thatunder, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation Obligation to which the Company Wendy's or any of its Subsidiaries subsidiaries is a party or by which the Company Wendy's or any of its Subsidiaries subsidiaries or any of their respective assets may be bound, or (div) result in the creation or imposition of violate any Lien on any asset of the Company Order applicable to Wendy's or any of its Subsidiaries (other than Permitted Liens subsidiaries or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectassets.

Consents and Approvals; No Violation. None of (a) Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company, (or equivalent governing documentsii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (iii) of subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any order, writ, injunction, decree, judgment, determination, requirement, award, stipulation, statute, rule or regulation of any Governmental Entity ("LAW") applicable to the Company or any of its Subsidiaries, (b) require Subsidiaries or by which any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereundertheir respective assets are bound, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions of, or require any consent, waiver or approval under, or result in a default (or give rise to any right of termination, cancellation, modification or acceleration (or any an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under under, any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, lease, license, agreement, contract, indenture or other instrument or obligation ("CONTRACT") 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 are bound, or (div) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundSubsidiaries, except as, in the case of clauses (b) through (eii), (iii) and (iv), as would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "GOVERNMENTAL ENTITY"), except (i) the pre-merger notification requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (thx "XXX XXX"), xxxer Council Regulation (EC) No 139/2004 (the "EMCR") or under the applicable requirements of antitrust or other competition laws, or investment laws relating to foreign ownership, of jurisdictions other than the United States ("FOREIGN ANTITRUST LAWS"), (ii) the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder or the rules and regulations of the New York Stock Exchange ("NYSE"), (iii) the filing of the Certificate of Merger with the Secretary of State required by the NYBCL, and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not have, individually or in the aggregate, a Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by the Company, nor the performance by the Company of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby, hereby do or not and will not (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iiiii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or DGCL, (iii) as may be required under the applicable requirements of NASDAQ and (iv) the applicable requirements submission of NASDAQa voluntary joint filing of notice of the transaction to CFIUS and any requested supplemental information (the “Joint Notice”) pursuant to Section 721 of the Defense Production Act of 1950, 31 C.F.R. Part 800 and 50 U.S.C. App. § 2170, as amended (“Exon-Xxxxxx”) and the CFIUS Approval, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consentconsent (other than the Required Vote), waiver or approval or result in a default (or give rise to any right of suspension, limitation, termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundContract, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Merger Sub) ), or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which Table of Contents any of their respective assets are bound, except asexcept, in the case of clauses (bc) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectImpact.

Consents and Approvals; No Violation. None Except for filings as may be required by the HSR Act or as otherwise set forth on SCHEDULE 2.4, no filing or registration with, no notice to, or consent or approval of any third party, including, but not limited to, any Governmental Authority, creditor or other Person in a contractual relationship with the executionCompany or any Subsidiary, is necessary in connection with the execution and delivery or performance of this Agreement by the Company, nor the performance of its obligations hereunder, or the consummation of the transactions contemplated hereby. Except as set forth on SCHEDULE 2.4, the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, do or the compliance by the Company with any of the provisions hereof will not, as of the Closing Date, (ai) violate or conflict with or result in any breach of violate any provision of the respective certificate Certificate or Articles of incorporation Incorporation or bylaws (Bylaws or equivalent governing documents) other Organizational Document of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsSubsidiary, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge agreement or other instrument or obligation to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company or any of its Subsidiaries Subsidiary or any of their respective properties or assets may be bound, (diii) violate or conflict with any provision of any Governmental Authorization or Legal Requirement binding upon the Company or any Subsidiary; or (iv) result in in, or require, the creation or imposition of, any Encumbrance upon or with respect to any of any Lien on any asset of the properties now owned or used by the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectSubsidiary.

Consents and Approvals; No Violation. None of Neither the execution, execution ------------------------------------ and delivery or performance of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate articles of incorporation (or other similar document) or bylaws (or equivalent governing documentsother similar document) of the Company or any of its Subsidiaries, ; (bii) require any Permit consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Authority governmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, except (iA) pursuant to the applicable requirements of the Securities Act and the Exchange Act and the NNM, (B) the filing of the Articles of Merger pursuant to the TBCA and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (C) as may be required under the HSR Act and by any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Lawslaws, including compliance with or (D) where the Exchange Act and failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the rules and regulations promulgated thereunderaggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time lien or otherwise, would constitute a default other charge or give rise to any such rightencumbrance) under any of the terms, conditions or provisions of any Material Contract indenture, note, license, lease, 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, (dexcept as disclosed in Section 5.2(f) result in the creation or imposition of any Lien on any asset of the Company Disclosure -------------- Schedule and except for such violations, breaches and defaults (or rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any of its Subsidiaries (other than Permitted Liens authorizations, consents, approvals or one created by Parent licenses currently in effect that, individually or Acquisition Sub) in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company; or (ev) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this Section 5.2(f) are duly and timely -------------- obtained or made, violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which to any of their respective assets are boundassets, except as, in the case of clauses (b) through (e), for violations that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a "Governmental Authority Entity”) except (i) as may be required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other Act”), or applicable foreign antitrust or competition laws (“Foreign Antitrust Laws”), (ii) for the applicable requirements of any federal or state securities Laws, including compliance with the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, thereunder and (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) for the applicable requirements of NASDAQunder the DGCL, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval under or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, modification or acceleration or any event thatacceleration) under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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(as defined in Section 3.15), (d) result in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not(c) and (d) for any of the foregoing that are not reasonably likely to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, delivery or and performance of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, do or nor the compliance by the Company with any of the provisions hereof will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or other similar governing documents of any of its the Company’s Subsidiaries, (b) require any Permit material consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQEntity”), (c) modify, violate, conflict with, or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or loss or reduction of any rights (or give rise to any right of termination, cancellation, modification or acceleration acceleration, or trigger any requirement or option for additional consideration, or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or loss or reduction of any rights or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture 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, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order (as defined below) applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, (i) in the case of each of clauses (ba) through (with respect to the Company’ Subsidiaries), (c), (d) and (e)) of this Section 3.04, would notfor such violations, conflicts, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.Effect or prevent or materially delay or impede the consummation of the transactions contemplated by this Agreement or the ability of the Company to perform its covenants or obligations under this Agreement, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 3.04, (A) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (published in the Official Journal of the European Union on January 29, 2004 at L 24/1) (the “EC Merger Regulation”) or any other applicable federal, state or foreign Law, Order or other legal restraint designed to govern foreign investment, competition or prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (B) the applicable requirements of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”), (C) the filing and recordation of appropriate merger documents as required by the Corporation Law, or (D) the applicable requirements of the New York Stock Exchange, and

Consents and Approvals; No Violation. None Assuming the accuracy of the executionrepresentation set forth in the first sentence of Section 4.5, neither the execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign Antitrust Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions ofof or loss of any benefit under, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a breach or default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundContract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and have not had and would not, individually or in the aggregate, reasonably be expected to have a Company Impairment Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance by each Seller of this Agreement or the execution and delivery by each of the CompanySellers and its Affiliates of the Ancillary Agreements to which it is, or will on the Closing Date be, party, nor the consummation of the transactions contemplated hereby, do hereby or thereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of such Person or of the Company Companies or any of its their Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), and any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, or (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQthe NASDAQ Global Select Market and the Toronto Stock Exchange, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Companies or any of its their Subsidiaries is a party or by which the Company Companies or any of its their Subsidiaries or any of their respective assets or any of the Interests may be boundbound or affected, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien Encumbrance on any asset of the Company Companies or any of its their Subsidiaries or on any of the Interests (other than Permitted Liens or one created by Parent or Acquisition Sub) or Purchaser), (e) conflict with or violate (or cause an event which could have a Material Adverse Effect as a result of) any Law or Governmental Order applicable to such Person or the Company Companies or any of its their Subsidiaries or by which any of their respective assets are bound, except as, or (f) result in the case loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Companies’ or any of their Subsidiaries’ right to own, license, use, or hold for use any of the Intellectual Property as owned, licensed, used or held for use in the conduct of the Business; except in each of clauses (b) through (ec), (d) (disregarding for this purposes the reference to “or on any of the Interests”) and (f) where any failure to obtain such consents, approvals, authorizations or permits, any failure to make such filings or any such modifications, violations, rights, breaches or defaults would notnot adversely affect the ability of the Companies and their Subsidiaries to conduct the Business in a material respect. SECTION 3.05 Interests. (a) All of the AMS Interests have been duly authorized, individually are validly issued, fully paid and non-assessable, and are owned of record and beneficially by AMS Seller, free and clear of all Encumbrances, other than those Encumbrances set forth in Section 3.05(a) of the Disclosure Schedules, all of which shall have been released on or in prior to the aggregate, reasonably be expected to have a Company Material Adverse EffectClosing Date.

Consents and Approvals; No Violation. None Assuming the accuracy of the executionrepresentation set forth in the first sentence of Section 4.5 and subject to receipt of the Required Company Stockholder Approval, neither the execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundContract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, (a) The execution and delivery or performance of this Agreement by Sellers do not, and the Company, nor performance by Sellers of this Agreement and the consummation of the transactions contemplated herebyhereby will not, require any Seller or any Company to obtain (x) any consent, approval, waiver, authorization or permit of, or to make any filing or registration with or notification to ("Consents"), any court, agency or commission, or other governmental entity, authority or instrumentality, whether domestic or foreign ("Governmental Authority"), or (y) any Consent of any third party, except for (i) applicable filing requirements, if any, of the HSR Act or the Competition Laws; (ii) filings required under the Securities and Exchange Act of 1934 to be made by HLI Opco with the United States Securities and Exchange Commission; and (iii) the Consents set forth in Schedule 5.5(a). (b) Provided Sellers have obtained or made the Consents set forth in Schedule 5.5(a), the execution and delivery of this Agreement by Sellers do or not, and the performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby will not, except as set forth in Schedule 5.5(b), (ai) violate or conflict with or violate the certificate of incorporation or by-laws or comparable organizational documents, in each case as currently in effect, of any Company, (ii) conflict with or violate any Laws applicable to any Company or by or to which any of their respective properties or assets is bound or subject, or (iii) result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or give rise to others any right of termination, cancellationamendment, modification or acceleration or any event thatcancellation of, with or require payment under, or result in the giving creation of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under Lien on any of the terms, conditions properties or provisions assets of any Material Contract Company under, any material note, bond, indenture, Contract, permit, franchise or other instrument or obligation to which the such Company or any of its Subsidiaries is a party or by or to which the any Company or any of its Subsidiaries or any of their respective properties or assets may be bound, (d) result in the creation is bound or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectsubject.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Sellers nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company Sellers, the Target Companies or any of its their respective Subsidiaries, (b) require any consent, approval, authorization or Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under (i) the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder, or (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQthe New York Stock Exchange, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, that would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of of, any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries Target Companies or any of their respective assets may be boundSubsidiaries is subject, (d) result in the creation or imposition of any Lien Encumbrance on any asset of the Company Target Companies or any of its their respective Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) the Purchasers), or (e) violate any Law or Governmental Order applicable to the Company Target Companies or any of its Subsidiaries or by which any of their respective assets are bound, Subsidiaries; except as, in the case each of clauses (b) through ), (c), (d), and (e), where any failure to obtain such consents, approvals, authorizations or Permits, any failure to make such filings or any such modifications, violations, rights, breaches or defaults would not, individually or in the aggregate, reasonably be expected to (i) have a Company Material Adverse EffectEffect or (ii) prevent, materially impede or materially delay the consummation of the transactions contemplated hereby or otherwise affect the Sellers' or the Target Companies' ability to satisfy its obligations hereunder.

Consents and Approvals; No Violation. None of Except as set forth on Schedule 5.5, neither the execution, delivery or and performance of this Agreement by the Company, CRP nor the consummation of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision provisions of the respective certificate of incorporation or bylaws (or equivalent governing documents) by-laws of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsCRP, (ii) require any filing with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity") except (A) for (x) applicable requirements, if any, of the applicable requirements Securities Exchange Act of any federal or 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), state securities Lawsor "blue sky" laws and (y) filing and recordation of appropriate merger documents as required by New York Law and (B) where the failure to obtain such permits, including compliance with the Exchange Act and the rules and regulations promulgated thereunderauthorizations, consents or approvals or to make such filings would not have a material adverse effect on CRP, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries CRP is a party or by which the Company it or any of its Subsidiaries properties or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) bound or (eiv) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundCRP, except asexcept, in the case of clauses (biii) through or (eiv), for violations, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effectmaterial adverse effect on CRP.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby nor compliance by the Company with any provisions herein will (a) violate violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or any organizational or governing documents of its Subsidiariesany Subsidiary of the Company, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the U.S. Food and Drug Administration (“FDA”)), agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other applicable Antitrust LawsAct”), (ii) compliance with the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger appropriate merger documents as required by the DGCL or Corporation Law, and (iv) compliance with the applicable requirements of NASDAQthe NASDAQ Global Market, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any Subsidiary of its Subsidiaries the Company is a party or by which the Company, any Subsidiary of the Company or any of its Subsidiaries or any of their respective assets assets, properties or rights may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind (collectively, “Liens”) on any asset asset, property or right of the Company or any Subsidiary of its Subsidiaries the Company (other than Permitted Liens or one created by Parent or Acquisition SubMerger Sub pursuant to any Financing and other than Permitted Liens) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any Subsidiary of its Subsidiaries the Company or by which any of their respective assets assets, properties or rights are bound, except as, in the case of clauses (b), (c), (d) through and (e), as have not had and would notnot reasonably be expected to result in, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None (a) Except for (i) the filing with the SEC of the executionpreliminary proxy statement and the Proxy Statement, delivery (ii) the filing of the Articles of Merger with the Secretary of State pursuant to the NBCA, and (iii) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act or performance of this Agreement by the Companyany other applicable antitrust or competition law, nor no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by Parent and Merger Sub of the transactions contemplated hereby, do other than such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent (a "Parent Material Adverse Effect"). (b) Neither the execution and delivery of this Agreement by Parent or Merger Sub, nor the consummation by Parent or Merger Sub of the transactions contemplated hereby, nor compliance by Parent or Merger Sub with any of the terms or provisions hereof, will (ai) violate or conflict with or result in any breach of violate any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) by-laws of the Company Parent or any of its Subsidiaries, (b) require any Permit of, the similar organizational documents of Merger Sub or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) assuming that the applicable requirements of any federal or state securities Lawsauthorizations, including compliance with the Exchange Act consents and the rules and regulations promulgated thereunderapprovals referred to in Section 4.3(a) are obtained, (iiiA) the filing violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Parent, Merger Sub, or any of the Certificate of Merger as required by the DGCL their respective properties or assets, or (ivB) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach the loss of any provisions ofmaterial benefit under, or require any consent, waiver or approval or result in constitute a default (or give rise to any right of termination, cancellation, modification or acceleration or any an event thatwhich, with the giving notice or lapse of noticetime, the passage of time or otherwiseboth, would constitute a default default) under, result in the termination of or give rise to a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any such right) under Lien upon any of the properties or assets of Parent or Merger Sub under, any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company Parent or any of its Subsidiaries Merger Sub is a party party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be boundbound or affected, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asexcept, in the case of clauses clause (bii) through (e)above, would notfor such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or Lien creations which, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect.

Consents and Approvals; No Violation. None of the execution, The execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company, nor performance by Parent and Merger Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated herebyhereby do not and will not, do or will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit Governmental Authorization of, or filing with or notification to, any Governmental Authority Body, except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL DGCL, or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions of, or require any notice, consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except asexcept, in the case of clauses (b) through (ed), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectthat would reasonably be expected to prevent or materially delay the ability of Parent or Merger Sub to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. None of (a) Neither the execution, execution and delivery or performance of this Agreement by the CompanyAgreement, nor the consummation of the transactions contemplated hereby, do or will (a) violate or conflict nor compliance by the Company with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except provisions hereof shall: (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance conflict with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, provision of the certificate of incorporation or require any consent, waiver or approval bylaws of the Company; (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default (under, or give rise to any right of termination, cancellation, modification cancellation or acceleration with respect to, or result in the creation of any event that, with the giving of notice, the passage of time Encumbrance upon any property or otherwise, would constitute a default or give rise to any such right) under any asset of the termsCompany pursuant to, conditions any agreement, mortgage, indenture, license, or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) party; or (eiii) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundCompany, except as, (in the case of clauses (bii) through and (e)iii) above) for such violations, would notrights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, reasonably be expected to will not have a Company Material Adverse EffectEffect on the Company. (b) Except as contemplated by this Agreement, or as may be required under foreign laws, no consent, approval or authorization of, or declaration, notice, filing or registration with, any Governmental Entity or any other Person (including General Electric Company or its Related Parties) is required to be made or obtained by the Company on or prior to the Closing Date in connection with the execution, delivery and consummation of the transactions contemplated by this Agreement, other than consents, approvals, authorizations, declarations, notices, filings or registrations that if not obtained or made would not have a Material Adverse Effect on the Company.

Consents and Approvals; No Violation. None Except for the filings, registrations, authorizations, consents and approvals described in clauses (i), (ii) and (iii) of the executionfollowing sentence of this Section 2.3, the execution and delivery or performance of this Agreement by the Companydoes not, nor and the consummation of the transactions contemplated herebyhereby and compliance with the provisions hereof will not, do result in any violation of, or will default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a benefit under, any provision of (a) violate the Certificate of Incorporation or conflict with or result in any breach the By-laws of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesBuyer, each as amended to date, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger Incorporation and By-laws of Sub, each as required by the DGCL or (iv) the applicable requirements of NASDAQamended to date, (c) modifyany material contract, violate, conflict with, agreement or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation arrangement to which the Company Buyer or any of its Subsidiaries Sub is a party or by which the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except asor (d) any judgment, in the case order, decree, statute, law, or material ordinance, rule or regulation, applicable to Buyer or Sub or any of clauses their respective properties or assets. No filing or registration with, or authorization, consent or approval of, any domestic (b) through (efederal and state), would notforeign or supranational court, individually commission, governmental body, regulatory agency, authority or tribunal (a "Governmental Entity") is required by or with respect to Buyer or Sub in connection with the execution and delivery of this Agreement by Buyer or Sub or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the aggregateprovisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, reasonably as amended (the "XXX Xxx"), (xx) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, or (iii) such filings and consents as may be expected required under any environmental, health or safety law or regulation pertaining to have a Company Material Adverse Effectany notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the FDA), agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, (iiiii) the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL Corporation Law or (iviii) the applicable requirements of NASDAQthe NASDAQ Global Market and NASDAQ Capital Market, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture 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, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Merger Sub) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate articles of incorporation (or other similar document) or bylaws (or equivalent governing documentsother similar document) of the Company or any of its Subsidiaries, ; (bii) require any Permit consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Authority governmental or regulatory authority, in each case, by or on behalf of the Company or any of its Subsidiaries, except (iA) pursuant to the applicable requirements of the Securities Act and the Exchange Act and the NNM, (B) the filing of the Articles of Merger pursuant to the TBCA and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, (C) as may be required under the HSR Act and by any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Lawslaws, including compliance with or (D) where the Exchange Act and failure to obtain such consent, approval, authorization or permit, or to make such registration, filing or notification, would not reasonably be expected to, individually or in the rules and regulations promulgated thereunderaggregate, have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellation, modification cancellation or acceleration or any event that, with the giving of notice, the passage of time lien or otherwise, would constitute a default other charge or give rise to any such rightencumbrance) under any of the terms, conditions or provisions of any Material Contract indenture, note, license, lease, 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, (dexcept as disclosed in SECTION 5.2(f) result in the creation or imposition of any Lien on any asset of the Company Disclosure Schedule and except for such violations, breaches and defaults (or rights of termination, cancellation, or acceleration or lien or other charge or encumbrance) as to which requisite waivers or consents have been obtained or that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby; (iv) cause the suspension or revocation of any of its Subsidiaries (other than Permitted Liens authorizations, consents, approvals or one created by Parent licenses currently in effect that, individually or Acquisition Sub) in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company; or (ev) assuming the consents, approvals, authorizations or permits and registrations, filings or notifications referred to in this SECTION 5.2(f) are duly and timely obtained or made, violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which to any of their respective assets are boundassets, except as, in the case of clauses (b) through (e), for violations that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company or adversely affect the ability of the Company to consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. None Except as set forth in Section 2.4 of the Disclosure Schedule, the execution, performance and delivery or performance by the each of the Sellers, the Stockholders and the Officer of this Agreement and each of the other Purchase Documents to which it or they are a party, as applicable, and the consummation by the Company, nor Sellers and the consummation Stockholders of the transactions contemplated herebyhereby and thereby, do or respectively, and the compliance by each of the Sellers, the Stockholders and the Officer with the provisions hereof and thereof will not: (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (Bylaws of Capitol Medical Bureau or equivalent governing documents) the Articles of the Company Organization or any Operating Agreement of its Subsidiaries, MD OnCall; (b) require violate or breach in any Permit respect any provision of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in constitute a default (or give rise to any right of termination, cancellation, modification or acceleration or any an event thatwhich, with the giving of notice, the passage notice or lapse of time or otherwise, both would constitute a default or give rise to any such rightdefault) under under, any of the terms, covenants, conditions or provisions of, or give rise to a right to terminate or accelerate or increase the amount of payment due under, any Material Contract note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument, commitment or obligation to which either of the Company Sellers, either of the Stockholders or any of its Subsidiaries the Officer is a party (collectively, "Contracts"), or by which either of the Company Sellers, either of the Stockholders or any of its Subsidiaries the Officer or any of their respective assets properties or assets, as applicable, may be boundbound or affected; (c) require either of the Sellers or either of the Stockholders to make any filing or registration with, or obtain any other permit, authorization, consent or approval of, any Person (as hereinafter defined) or Governmental Entity (as hereinafter defined); (d) result in the creation or imposition of any Lien on any asset of or affecting the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or Purchased Assets; (e) violate any Law order, writ, injunction, decree, judgment, or Order ruling of any court or governmental authority, applicable to either of the Company Sellers, either of the Stockholders or any of its Subsidiaries the Officer or by which any of their respective assets are boundproperties or assets; or (f) violate any statute, except aslaw, in rule or regulation applicable to either of the case Sellers or any of clauses (b) through (e)their respective properties or assets. "Person" shall mean any individual, would notpartnership, individually corporation, joint venture, limited liability company, trust, organization or in the aggregateany other entity. "Governmental Entity” shall mean any foreign, reasonably be expected to have a Company Material Adverse Effectprovincial, United States federal, state, county, municipal or other local jurisdiction, political entity, body, organization, subdivision or branch, legislative or executive agency or department or other regulatory service, authority or agency.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Company nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body (a “Governmental Authority Entity”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act and any other Act”) or applicable foreign antitrust or competition laws (“Foreign Antitrust Laws”), (ii) for the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, thereunder and (iii) for the filing and recordation of the Certificate of Merger appropriate merger documents as required by the DGCL or (iv) the applicable requirements of NASDAQDGCL, (c) modifyexcept as set forth on Section 4.04(c) of the Disclosure Letter, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture 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, (d) result in the creation or imposition of any Lien of any kind on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law order, writ, injunction, decree, statute, rule or Order regulation applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of the Company to fulfill its obligations under this Agreement or consummate the transactions contemplated hereby.

Consents and Approvals; No Violation. None Assuming the accuracy of the executionrepresentation set forth in the first sentence of Section 4.6, neither the execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesCompany, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundContract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective its assets are boundbound (assuming receipt of the Stockholder Approval), except asexcept, in the case of clauses (b) through (e), inclusive, as have not and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Except as set forth in the executionnext sentence, the execution and delivery or performance of this Agreement by the Companydo not, nor and the consummation of the transactions contemplated herebyhereby and compliance with the provisions hereof will not, do result in any violation of, or will default (with or without notice or lapse of time, or both) under, or give to others a right of termination or cancellation of any right of the Company or acceleration of any obligation of the Company or result in the loss of a benefit to the Company under, or result in the creation of any Lien upon any of the properties or assets of the Company under, any provision of (a) violate the Company Charter, (b) any Material Contract, or conflict with (c) any judgment, order, decree, statute, law, ordinance, rule or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of regulation applicable to the Company or any of its Subsidiariesproperties or assets, other than, with respect to clauses (b) require and (c), for any Permit ofsuch violations, defaults, losses or other occurrences that, individually or in the aggregate, are not material. No filing or registration with, or filing with authorization, consent or notification toapproval of, any Governmental Authority Entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except (i) as may be required under in connection, or in compliance, with the provisions of the HSR Act and any other applicable Antitrust LawsAct, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) any filings, authorizations, orders and approvals required by the DGCL under foreign antitrust, securities or similar laws, (iv) under the Exchange Act, (v) for compliance with any applicable requirements under any stock exchange and (vi) such other consents, orders, authorizations, registrations, declarations, approvals and filings that will be obtained prior to the Effective Time or the failure of NASDAQ, (c) modify, violate, conflict with, which to be obtained or result in a breach made would not impair the ability of any provisions of, the Company to perform its obligations hereunder or require any consent, waiver or approval or result in a default (or give rise to any right prevent the consummation of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violation. None of Except as would not, individually or in the executionaggregate, delivery reasonably be expected to prevent, materially delay or performance of this Agreement by the Company, nor hinder the consummation of the transactions contemplated hereby, the execution and delivery of this Agreement by Parent or Merger Sub, the performance by Xxxxxx and Xxxxxx Sub of their respective covenants and obligations hereunder and the consummation of the transactions contemplated hereby do or not and will not, (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent other similar governing documents) of the Company Parent or any of its SubsidiariesMerger Sub, (b) require any Permit of, or filing with or notification to, any Governmental Authority Authority, except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, with or result in a breach of any provisions provision of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its their respective Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective assets may be bound, or (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries (including Merger Sub) or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement and each Transaction Document to which any of the Seller Parties is a party by the CompanySeller Parties nor the performance by the Seller Parties of their respective obligations hereunder and thereunder, nor the consummation of the transactions contemplated hereby, do or hereby and thereby will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Organization or bylaws (or equivalent governing documents) By-Laws of the Company or any of its SubsidiariesCompany, (bii) except as set forth on Schedule 4.7, require any Permit consent, waiver, approval, authorization, novation or permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAuthority, (iii) the filing of the Certificate of Merger except as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modifyset forth on Schedule 4.7, violate, breach, be in conflict with, require notice under, or constitute a default under (with notice or lapse of time or both) or result in, or permit the termination of the acceleration of the maturity, or the performance of any obligation of the Company or the Sellers, or any of them, or cause an indemnity payment to be made by the Company under, or result in a breach the creation or imposition of any provisions oflien upon any properties, assets or require business of the Company under, any consentnote, waiver bond, indenture, mortgage, deed of trust, lease, franchise, permit authorization, license, contract, instrument or approval other agreement or result in a default (or give rise to any right of termination, cancellation, modification or acceleration commitment or any event thatorder, with the giving of notice, the passage of time judgment or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation decree to which the Company or the Sellers, or any of its Subsidiaries them, is a party or by which the Company or any of its Subsidiaries the Sellers or any of their respective assets may be boundor properties is bound or encumbered, (d) result in or give any Person the creation right to require the Company to purchase or imposition repurchase any notes, bonds or instruments of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) kind, or (eiv) violate any Law order, writ, injunction, decree, law, statute, rule or Order regulation applicable to the Company or the Sellers, or any of its Subsidiaries them, or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually properties or in the aggregate, reasonably be expected to have a Company Material Adverse Effectassets.

Consents and Approvals; No Violation. None of Neither the execution, execution and ------------------------------------ delivery or performance of this Agreement by the Company, Company nor the consummation by the Company of the transactions contemplated hereby, do or hereby will (ai) violate or conflict with or result in any breach or violation of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or any of its Subsidiaries, or (bii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, consent, approval, cancellation or acceleration of any obligation contained in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or to which the Company, its Subsidiaries or any of their properties or assets may be subject, or (iii) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (iA) as may be required pursuant to the Exchange Act, (B) filing of a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements termination or expiration of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated waiting periods thereunder, (iiiD) the filing filings required under applicable antitrust laws of the Certificate of Merger as required by the DGCL any foreign country, or (ivE) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, filings necessary to comply with state securities or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect"blue sky" laws.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or Transactions will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) Organizational Documents of the Company or any of its Subsidiaries, ; (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws set forth on Schedule A of the Company Disclosure Letter (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, NYSE applicable to the Company; (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract; (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) ); or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of each of clauses (b) through (e), inclusive, as has not had and would not, individually or in the aggregate, reasonably be expected to have a (A) Company Material Adverse Effect or (B) Company Impairment Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by each of the Company, Buyers nor the consummation by each of the Buyers of the transactions contemplated hereby, do or will hereby will: (a) violate or conflict with or result in any breach of any provision of the respective certificate articles of incorporation incorporation, as amended, or bylaws (the by-laws, respectively, of Lakedale Inc., or equivalent governing documents) the articles of organization, as amended, or the Company or any member control agreement, respectively, of its Subsidiaries, Lakedale LLC; (b) require any Permit ofconsent, approval, authorization, permit or filing with or notification to, any Governmental Authority governmental or regulatory authority, except (i) pursuant to the applicable requirements of the Exchange Act, (ii) such filings and consents as may be required by the FCC or the FCC Rules, or under the State Communications Laws and Regulations, (iii) as may be required by any applicable state securities or "blue sky" laws or state takeover laws, (iv) such filings, consents, approvals, orders, registrations, declarations and filings as may be required under the HSR Act and laws of any other applicable Antitrust Lawsforeign country in which either of the Buyers conducts any business or owns any assets, (iiv) the applicable requirements of such filings and consents as may be required under any federal environmental, health or state securities Lawssafety law or regulation pertaining to any notification, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as disclosure or required approval triggered by the DGCL Purchase or the transactions contemplated by this Agreement or (ivvi) where the applicable requirements of NASDAQfailure to obtain such consent, (c) modifyapproval, violate, conflict withauthorization or permit, or result in a breach of any provisions of, to make such filing or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwisenotification, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (e), would not, not individually or in the aggregate, reasonably be expected to aggregate have a Company Material Adverse Effect.Effect or adversely affect the consummation of the transactions contemplated hereby;

Consents and Approvals; No Violation. None of (a) Except as may be set forth in the executionMerger Agreement and in the DigitalGlobe Disclosure Schedules thereto (including, delivery without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or performance 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Entity is necessary for the execution of this Agreement or the Merger Agreement by the Company, nor DigitalGlobe and the consummation by DigitalGlobe of the transactions contemplated herebyby this Agreement or the Merger Agreement, do and (b) none of the execution and delivery of this Agreement or will the Merger Agreement by DigitalGlobe, the consummation by DigitalGlobe of the transactions contemplated by this Agreement or the Merger Agreement or compliance by DigitalGlobe with any of the provisions of this Agreement or the Merger Agreement shall (ax) violate or conflict with or result in any breach of any provision the organizational documents of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesDigitalGlobe, (by) require any Permit result in a material violation or material breach of, or filing constitute (with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements without notice or lapse of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict withtime, or result in a breach of any provisions of, or require any consent, waiver or approval or result in both) a default (or give rise to any third party right of termination, cancellation, modification amendment, or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions conditions, or provisions of any Material Contract material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which the Company or any of its Subsidiaries DigitalGlobe is a party party, or by which the Company or any of its Subsidiaries or any of their respective assets (z) subject to compliance with filing requirements as may be boundrequired under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to DigitalGlobe, except under clauses (x), (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Suby) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (ez), where the absence of filing or authorization, conflict, violation, breach, or default would not, individually not materially impair or in materially adversely affect the aggregate, reasonably be expected ability of DigitalGlobe to have a Company Material Adverse Effectperform its obligations hereunder or under the Merger Agreement.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, Stockholder nor compliance by the consummation of the transactions contemplated hereby, do or Stockholder with any provisions herein will (a) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, (bi) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Body, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) to be in compliance with the applicable requirements of any federal or state securities Lawsthe Securities Act, including compliance with the Exchange Act or any other state or federal securities laws and the rules and regulations promulgated thereunder, (iiiii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or other change of any right or obligation or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries Stockholder is a party or by which the Company Stockholder or any of its Subsidiaries or any of their respective assets may be bound, (diii) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien Encumbrances on any asset of the Company or any of its Subsidiaries Stockholder (other than Permitted Liens or one created by Parent or Acquisition SubEncumbrances) or (eiv) violate any Law or Order Legal Requirement applicable to the Company or any of its Subsidiaries Stockholder or by which any of their respective its assets are bound, except as, in the each case of clauses (b) through (e), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay the Stockholder’s ability to timely perform the Stockholder’s obligations under this Agreement.

Consents and Approvals; No Violation. Except for (a) applicable requirements of the Exchange Act, (b) filings with various state blue sky authorities and (c) filing and recordation of appropriate merger documents as required by the DGCL and the corporate law of the other states in which the Company and ISPH are qualified to do business, no filing with or notice to, and no permit, authorization, consent or approval of, any public body or Governmental Entity, the absence of which would be reasonably expected to, either individually or in the aggregate, have a Material Adverse Effect on ISPH is necessary for the execution and delivery by ISPH of this Agreement or the consummation by ISPH of the transactions contemplated by this Agreement. None of the execution, delivery or and performance by ISPH of this Agreement nor consummation by the Company, nor the consummation ISPH of the transactions contemplated hereby, do or hereby nor compliance by ISPH with any of the provisions hereof will (ai) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws (or equivalent governing documents) Bylaws of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsISPH, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellationamendment, modification cancellation or acceleration or any event thatacceleration) under, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, bond, mortgage, indenture, license, lease agreement or other instrument or obligation to which the Company or any of its Subsidiaries ISPH is a party or by which the Company ISPH or any of its Subsidiaries properties or any of their respective assets may be boundbound or (iii) violate any order, (d) result in the creation writ, injunction, decree, statute, rule or imposition of any Lien on any asset of the Company regulation applicable to ISPH or any of its Subsidiaries (other than Permitted Liens properties or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are boundassets, except as, in the case of with respect to clauses (bii) through and (eiii), would notsuch violations, breaches or defaults which, either individually or in the aggregate, would not be reasonably be expected to have a Company Material Adverse EffectEffect on ISPH.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, such Stockholder nor the consummation of the transactions contemplated hereby, do or compliance by such Stockholder with any provisions herein will (a) violate if such Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of the Company or any of its Subsidiariessuch Stockholder, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority Entity, except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) to be in compliance with the applicable requirements of any federal or state securities Lawsthe Securities Act, including compliance with the Exchange Act or any other state or federal securities laws and the rules and regulations promulgated thereunder, thereunder (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ“Securities Laws”), (c) modify, violate, conflict with, or result in a breach of any provisions provision of, or require any consent, waiver or approval or result in a default or other change of any right or obligation or loss of a benefit (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, license, agreement, contract, indenture or other instrument or obligation to which the Company or any of its Subsidiaries such Stockholder is a party or by which the Company such Stockholder or any of its Subsidiaries or any of their respective assets may be bound, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien Liens on any asset of the Company or any of its Subsidiaries such Stockholder (other than Permitted Liens or one created by Parent or Acquisition SubLiens) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries such Stockholder or by which any of their respective its assets are bound, except as, in the case of each of clauses (ba) through (e), ) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectprevent or materially delay such Stockholder’s ability to timely perform its obligations under this Agreement.

Consents and Approvals; No Violation. None of (a) Assuming that all consents, approvals, authorizations and other actions described in this Section 4.5 have been obtained and all filings and obligations described in this Section 4.5 have been made, the execution, execution and delivery or performance of this Agreement by the Companydoes not, nor and the consummation of the transactions contemplated herebyhereby and compliance with the provisions hereof will not, do result in any violation of or will default (awith or without notice or lapse of time, or both) violate under, give to others a right of termination, cancellation or conflict with acceleration of any obligation under, result in the loss of a material benefit under, or result in the creation of any breach lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of: (i) the Company Charter or the Company Bylaws, (ii) any provision of the respective certificate comparable charter or organization documents of incorporation any of the Company's Subsidiaries, (iii) any loan or bylaws (credit agreement, note, bond, mortgage, indenture, lease or equivalent governing documents) of other agreement, instrument, permit, concession, franchise or license applicable to the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or or (iv) the any judgment, order, decree, statute, law, ordinance, rule or regulation applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 boundproperties or assets, other than, in the case of clauses (ii), (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Subiii) or (eiv), any such violations, defaults, rights, losses, liens, security interests, charges or encumbrances that would not reasonably be expected to have a Material Adverse Effect on the Company. (b) violate No filing or registration with, or authorization, consent or approval of, any Law Governmental Entity is required by or Order applicable with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or is necessary for the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, except for: (i) in connection, or in compliance, with the provisions of the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company or any of their respective assets are boundits Subsidiaries is qualified to do business, (iii) such filings, except asauthorizations, in orders and approvals as may be required to obtain the case State Takeover Approvals, (iv) applicable requirements, if any, of clauses Blue Sky Laws, and (bv) through (e)such other consents, orders, authorizations, registrations, approvals, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse EffectEffect on the Company.

Consents and Approvals; No Violation. None Except as provided in the Final Judgment, no filing or registration with, and no permit, authorization, consent or approval of, any party, including any Governmental Authority, is necessary for the consummation of the executiontransactions contemplated by this Agreement. The Purchaser is advised, delivery however, that the Permits are required to operate certain of the Assets, and the Permits currently held by the Company may not be assignable to the Purchaser and any Permits obtained by the Purchaser to operate and own the Assets may be on terms different or performance of this Agreement even less favorable than those held by the Company. Except as set forth in the Final Judgment neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, do or will nor the complian6e by the Company with any of the provisions hereof will, as of the Time of Closing, (ai) violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) Organizational Documents of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust LawsCompany, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a violation or breach of any provisions of, or require any consent, waiver constitute (with or approval without due notice or result in lapse of time or both) a default (or give rise to any right of termination, cancellationcancellation or acceleration) under, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract note, contract, agreement, commitment, bond, mortgage, indenture, license, lease, pledge 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 properties or any of their respective assets may be bound, (diii) result in the creation give rise to any lien, charge or imposition of any Lien other encumbrance on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) Assets, or (eiv) violate any Law law, regulation, judgment, order, writ, injunction or Order decree applicable to the Company or any of its Subsidiaries the Assets; except in each case for breaches, violations, defaults, liens, charges or by which any of their respective assets are bound, except as, encumbrances as do not and would not result in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of (a) Except as may be set forth in the executionMerger Agreement and in the other schedules, delivery exhibits or performance attachments thereto (including, without limitation, filings as may be required under applicable securities laws) and any filings required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Entity is necessary for the execution of this Agreement or the Merger Agreement by the Company, nor DigitalGlobe and the consummation by DigitalGlobe of the transactions contemplated herebyby this Agreement or the Merger Agreement, do and (b) none of the execution and delivery of this Agreement or will the Merger Agreement by DigitalGlobe, the consummation by DigitalGlobe of the transactions contemplated by this Agreement or the Merger Agreement or compliance by DigitalGlobe with any of the provisions of this Agreement or the Merger Agreement shall (ax) violate or conflict with or result in any breach of any provision the organizational documents of the respective certificate of incorporation or bylaws (or equivalent governing documents) of the Company or any of its SubsidiariesDigitalGlobe, (by) require any Permit result in a material violation or material breach of, or filing constitute (with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements without notice or lapse of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict withtime, or result in a breach of any provisions of, or require any consent, waiver or approval or result in both) a default (or give rise to any third party right of termination, cancellation, modification amendment, or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such rightacceleration) under any of the terms, conditions conditions, or provisions of any Material Contract material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which the Company or any of its Subsidiaries DigitalGlobe is a party party, or by which the Company or any of its Subsidiaries or any of their respective assets (z) subject to compliance with filing requirements as may be boundrequired under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to DigitalGlobe, except under clauses (x), (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Suby) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except as, in the case of clauses (b) through (ez), where the absence of filing or authorization, conflict, violation, breach, or default would not, individually not materially impair or in materially adversely affect the aggregate, reasonably be expected ability of DigitalGlobe to have a Company Material Adverse Effectperform its obligations hereunder or under the Merger Agreement.

Consents and Approvals; No Violation. None Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act (i) no filing with, and no consent, waiver, approval, authorization or permit of, any Governmental Authority is necessary for the execution, delivery and performance by the Company Stockholder of this Agreement and the consummation by the Company Stockholder of the transactions contemplated by this Agreement, and (ii) none of the execution, delivery or and performance by the Company Stockholder of this Agreement and the consummation by the Company, nor the consummation Company Stockholder of the transactions contemplated herebyby this Agreement shall (A) if the Company Stockholder is a corporation, do partnership or will (a) violate or limited liability company, contravene, conflict with or result in any violation or breach of any provision of the respective certificate of incorporation or bylaws (or equivalent governing documents) Organizational Documents of the Company or any of its SubsidiariesStockholder, (bB) contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (C) require any Permit of, consent or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunder, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQ, (c) modifyapproval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a default under, or result in a breach of any provisions the termination or cancellation of, or require give to others any consentright to receive any payment, waiver right to purchase (including any right of first refusal or approval right of first offer or result in a default (the like) or give rise to any right of termination, cancellationvesting, modification amendment, modification, acceleration (including any acceleration payments) or acceleration or any event thatcancellation (in each case, with the giving of notice, the passage or without notice or lapse of time or otherwise, would constitute a default or give rise to any such rightboth) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Stockholder or any other Subsidiary of its Subsidiaries Company Stockholder is a party party, or by which the Company or any of its Subsidiaries they or any of their respective properties or assets may be boundbound or affected, (d) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective assets are bound, except aswith such exceptions, in the case of each of clauses (bB) through and (eC), as have not had, and would not, individually or in the aggregate, not reasonably be expected to have have, a Company Material Adverse Effectmaterial adverse effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance of this Agreement by the Company, the performance by the Company of its covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or Transactions will (a) subject to the receipt of the Company Stockholder Approval, violate or conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws (or equivalent similar governing documents) of the Company or any of its Subsidiaries, (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and or any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderfiling with the SEC of a proxy statement relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement”), (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract 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 properties or assets may be are bound, or result in the loss of a material benefit or rights under any such Contract, (d) result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one a Lien created by Parent or Acquisition Merger Sub) or (e) subject to the receipt of the Company Stockholder Approval, violate any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, except asexcept, in the case of clauses (b) through (e), inclusive, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or to prevent, materially delay or materially impair the ability of the Company to consummate the Transactions.

Consents and Approvals; No Violation. None Except as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Merger Sub to perform their respective covenants and obligations of this Agreement and consummate the executionTransactions, neither the execution and delivery or performance of this Agreement by Parent or Merger Sub, the Company, performance by Xxxxxx and Merger Sub of their respective covenants and obligations hereunder nor the consummation of the transactions contemplated hereby, do or Transactions will (a) violate or conflict with or result in any breach of any provision of the respective certificate Organizational Documents of incorporation Parent or bylaws (or equivalent governing documents) of the Company or any of its Subsidiaries, Merger Sub; (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the HSR Act and any other applicable Foreign Antitrust Laws, (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Exchange Act and the rules and regulations promulgated thereunderAct, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, including the filing of the Certificate of Merger as required by with the DGCL Secretary of State of the State of Delaware or (iv) the applicable requirements of NASDAQ, NYSE or the Tokyo Stock Exchange; (c) modify, violate, conflict with, with or result in a breach of any provisions of, or require any consent, waiver notice or approval Consent or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Parent or Merger Sub or any of its Subsidiaries their respective Affiliates is a party or by which the Company Parent or any of its Subsidiaries Affiliates or any of their respective properties or assets may be are bound, (d) or result in the creation loss of a material benefit or imposition of rights under any Lien on any asset of the Company or any of its Subsidiaries (other than Permitted Liens or one created by Parent or Acquisition Sub) such Contract, or (ed) violate any Law or Order applicable to the Company Parent or any of its Subsidiaries Affiliates (including Merger Sub) or by which any of their respective assets or properties are bound, except as, in the case of clauses (b) through (e), would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violation. None of Neither the execution, execution and delivery or performance by each Seller of this Agreement or the execution and delivery by each of the CompanySellers and its Affiliates of the Ancillary Agreements to which it is, or will on the Closing Date be, party, nor the consummation of the transactions contemplated hereby, do hereby or thereby will (a) violate or conflict with or result in any breach of any provision of the respective certificate Certificate of incorporation Incorporation or bylaws Bylaws (or equivalent other similar governing documents) of such Person or of the Company Companies or any of its their Subsidiaries, (b) require any Permit consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act Act”), and any other applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the applicable requirements of any federal or state securities Laws, including compliance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, or (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the applicable requirements of NASDAQthe NASDAQ Global Select Market and the Toronto Stock Exchange, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company Companies or any of its their Subsidiaries is a party or by which the Company Companies or any of its their Subsidiaries or any of their respective assets or any of the Interests may be boundbound or affected, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any Lien Encumbrance on any asset of the Company Companies or any of its their Subsidiaries or on any of the Interests (other than Permitted Liens or one created by Parent or Acquisition Sub) or Purchaser), (e) conflict with or violate (or cause an event which could have a Material Adverse Effect as a result of) any Law or Governmental Order applicable to such Person or the Company Companies or any of its their Subsidiaries or by which any of their respective assets are bound, except as, or (f) result in the case loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Companies’ or any of their Subsidiaries’ right to own, license, use, or hold for use any of the Intellectual Property as owned, licensed, used or held for use in the conduct of the Business; except in each of clauses (b) through (ec), (d) (disregarding for this purposes the reference to “or on any of the Interests”) and (f) where any failure to obtain such consents, approvals, authorizations or permits, any failure to make such filings or any such modifications, violations, rights, breaches or defaults would not, individually or not adversely affect the ability of the Companies and their Subsidiaries to conduct the Business in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial respect.

Consents and Approvals; No Violation. None (a) Except as set forth in SECTION 3.5 of the executionCompany Letter, the execution and delivery or performance of this Agreement by the Companydo not and will not, nor and the consummation of the transactions contemplated herebyhereby and compliance with the provisions hereof will not, do conflict with, result in any violation or will breach of, or default (awith or without notice or lapse of time, or both) violate under, or conflict with give to others a right of payment or of termination, amendment, cancellation or acceleration of any Indebtedness obligation or the loss of a benefit under, or result in any breach the creation of any provision Lien upon any of the respective certificate of incorporation properties or bylaws (or equivalent governing documents) assets of the Company or any of its SubsidiariesSubsidiaries under (any of the foregoing being a "VIOLATION"), (b) require any Permit of, or filing with or notification to, any Governmental Authority except (i) as may be required under any provision of the HSR Act and any other applicable Antitrust LawsCompany Charter or the Company Bylaws, (ii) any provision of the applicable requirements comparable charter or organization documents of any federal or state securities Laws, including compliance with of the Exchange Act and the rules and regulations promulgated thereunderCompany's Subsidiaries, (iii) the filing of the Certificate of Merger as required by the DGCL or (iv) the any Contract applicable requirements of NASDAQ, (c) modify, violate, conflict with, or result in a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Material Contract or obligation to which the Company or any of its Subsidiaries is a party or by which (iv) any Order or Law applicable to the Company or any of its Subsidiaries or any of their respective assets may be bound, (d) result properties or assets. Except as set forth in the creation or imposition of any Lien on any asset SECTION 3.5 of the Company Letter, no Consent of any Governmental Entity or filing with any of its Subsidiaries (other than Permitted Liens Governmental Entity is required by or one created by Parent or Acquisition Sub) or (e) violate any Law or Order applicable with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or is necessary for the consummation of the Merger and the other transactions contemplated by which any of their respective assets are boundthis Agreement, except asfor (i) in connection, or in compliance, with the case provisions of clauses the HSR Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and in other states where the Company is qualified to do business, (iii) such filings as may be required in connection with the taxes described in SECTION 5.8, or (iv) applicable requirements, if any, of Blue Sky Laws. (b) through For purposes of this Agreement "Indebtedness" of any Person shall mean without duplication (eA) all indebtedness of such Person for borrowed money or for the deferred purchase price of property payment for which is deferred six (6) months or more, but excluding obligations to trade creditors incurred in the ordinary course of business that are not overdue by more than six (6) months unless being contested in good faith and only to the extent reserved for on the Most Recent Balance Sheet, (B) all reimbursement and other obligations with respect to letters of credit, bankers' acceptances and surety bonds, whether or not matured, (C) all obligations evidenced by notes, bonds, debentures or similar instruments, (D) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), would not(E) all capital lease obligations, individually (F) all obligations of such Person under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (G) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (H) all accrued interest, prepayment penalties and premiums and expenses of prepayment with respect to all of the Indebtedness referred to above, and (I) all Indebtedness referred to above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property or other assets (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the aggregate, reasonably be expected to have a Company Material Adverse Effectpayment of such Indebtedness.