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

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) 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, 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 such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by the Company nor and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof, assuming Company Stockholder approval of the transaction is obtained in compliance with applicable law, will (i) conflict with or not result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other 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 Amended and Restated Bylaws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organizational documents of any of the Company's Subsidiaries, (iii) any contract, agreement, loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationinstrument, permit, concession, franchise, license, franchise or license applicable to the Company or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (iii) or (iv), any such violations, conflictsdefaults, breachesrights, terminationslosses, accelerations liens, security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company. No filing or prevent registration with, or materially delay authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the Mergerprovisions of the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder (the "Securities Act"), and the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder (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 its Subsidiaries is qualified to do business, (iii) applicable requirements of the Nasdaq SmallCap Market and (v) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Consents and Approvals; No Violation. Neither Assuming all consents, ------------------------------------ approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company nor Transaction Agreements do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) not, conflict with or with, result in any violation of, or breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) constitute a default (with or an event which, with without due notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a any benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the termsCompany Charter or Company By-Laws, conditions (b) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, licensexxxx xxxx, lease, agreement indenture or other instrument or obligationcontract, agreement, instrument, permit, concession, franchisefranchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective its properties or assets may be subjectassets, except for other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, conflicts, breaches, terminationsdefaults, accelerations rights, liens, security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Offer Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the Mergerloss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by Company and the execution and delivery of the Bank Merger Agreement by Company nor Bank do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by Company and Company Bank will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, 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 Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or result in the loss of a benefit under, any provision of (i) Company Certificate of Incorporation or Company Bylaws, (ii) the Organizational Documents of any of the termsCompany’s Subsidiaries, conditions (iii) any Company Contract, or provisions of (iv) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Order or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clause (iii) and (iv), any such violations, conflictsdefaults, breachesrights or Liens that would not, terminationsindividually or in the aggregate, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse EffectEffect on Company or materially impair the ability of Company or Company Bank to perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or (iii) require any consentauthorization, approval, authorization consent or permit approval of, or filing with or notification to, any Governmental EntityEntity is required by or with respect to Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Company or the Bank Merger Agreement by Company Bank or is necessary for the consummation by Company or Company Bank of the Merger or the Bank Merger, as applicable, and the other transactions contemplated by this Agreement, except for (AI) pursuant to the Specified Requisite Regulatory Approvals, (II) in connection, or in compliance, with the provisions of the Exchange Act, (BIII) with respect to the Merger, the filing a certificate of articles of merger pursuant with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which Company or any of its Subsidiaries is qualified to do business, (IV) with respect to the DGCLBank Merger, the filing of the articles of merger with the Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which Company Bank or any of its Subsidiaries is qualified to do business, (CV) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvalssuch filings, authorizations, permitsOrders and approvals as may be required to obtain the State Takeover Approvals, (VI) such filings or notifications as may be required in connection with the Taxes described in Section 5.7, (VII) compliance with applicable requirements of The NASDAQ Global Market (“NASDAQ”) and (VIII) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which if not to be obtained or made will not would not, individually or in the aggregate, have a Material Adverse Effect on Company or Company Bank or materially impair the ability of Company or Company Bank to perform its obligations hereunder or prevent or materially delay the consummation of any of the Offer transactions contemplated hereby by Company or the MergerCompany Bank.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions of this Agreement will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien or other encumbrance 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) the comparable charter or organizational documents of any of the terms, conditions Company’s Subsidiaries; (iii) any Company Contract; or provisions of (iv) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, injunction, statute, lawLaw, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clause (iv), any such violations, conflictsdefaults, breachesrights or Encumbrances that would not, terminationsindividually or in the aggregate, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Company Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 by the Company of the Merger, the Subsequent Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act; (ii) the filing of the Certificate of Merger and the filing of the certificate of merger in connection with the Subsequent Merger, in each case 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 its Subsidiaries is qualified to do business; (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.13; (v) applicable requirements, if any, of Blue Sky Laws and Nasdaq; and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Company Material Adverse Effect or materially delay impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the Offer or transactions contemplated hereby by the MergerCompany.

Consents and Approvals; No Violation. Neither Except as set forth in Section ------------------------------------ ------- 4.5 of the Company Disclosure Schedule, neither the execution and delivery of --- this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) constitute a default (or an event which, with notice or lapse of time or both, would could constitute a default) under, or give rise to a right of termination, 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 such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or thereunder, (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger, or (E) the approval of or notice to any Educational Agency with jurisdiction over Company or Schools for the consummation of the transactions contemplated by this Agreement and the transfer of ownership of Schools to Purchaser.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the Merger, the Subsequent Merger and the other transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, termination or cancellation or acceleration of accelerate any obligation contained of the Company or result in or to the loss of a material benefit to the Company or any of its Subsidiaries under, or result in the creation of any lien lien, security interest, charge or other 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) the comparable charter or organizational documents of any of the terms, conditions Company’s Subsidiaries; (iii) any material Contract applicable to the Company or provisions any of its Subsidiaries or any note, bond, mortgage, indenture, deed of trust, license, lease, agreement their respective properties or other instrument assets; or obligation, permit, concession, franchise, license, (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clause (iv), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that would not, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company or prevent or materially delay beyond the End Date the consummation of the Offer Merger, the Subsequent Merger or any of the other transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger, the Subsequent Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act; (ii) the filing of the Certificate of Merger and the Subsequent 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 its Subsidiaries is qualified to do business; (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals; (iv) applicable requirements, if any, of Blue Sky Laws and Nasdaq; (v) applicable requirements, if any, under foreign or supranational laws relating to antitrust and to competition clearances; and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or delay beyond the End Date the consummation of the Merger, the Subsequent Merger or any of the other transactions contemplated hereby.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (ia) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary By-Laws of the Company, or (iib) constitute a default (or an event whichexcept as set forth on SCHEDULE 3.4(b), with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, 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 such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entitygovernmental or regulatory authority, except (Ai) in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) pursuant to the applicable requirements of the Exchange Act, (Biii) the filing a certificate of merger the Certificate of Merger pursuant to the DGCLDGCL and appropriate documents with the relevant authorities of other states in which the Company is authorized to do business, all of which states are set forth on Schedule 3.4(b)(iii), (Civ) filings under the HSR Act and the termination of the waiting periods thereunder as may be required by any applicable state corporation, securities or "blue sky" laws or state takeover laws or (Dv) where the failure to obtain such consents, approvals, authorizations, authorizations or permits, or to make such filings or notifications, would not have a Company Material Adverse Effect, (c) except as set forth on SCHEDULE 3.4(c), result in a violation or breach of, or constitute (with or without due notice or lapse or time or both) a default (or give rise to any right of termination, cancellation or acceleration or lien or other charge or encumbrance) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which the Company is a party or by which it or its assets may be bound, except for such violations, breaches and defaults (or rights of termination, cancellation or acceleration or liens or other charges or encumbrances) as to which requisite waivers or consents have been obtained or which would not have a Company Material Adverse Effect, or (d) assuming the consents, approvals, authorizations or permits and filings or notifications which if not referred to in this Section 3.4 are duly and timely obtained or made will and the approval of this Agreement by the Company's stockholders has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation in effect as of the date of this Agreement and applicable to the Company or any of its assets, except for violations which would not have a Company Material Adverse Effect or prevent or materially delay consummation of the Offer or the MergerEffect.

Consents and Approvals; No Violation. Neither Except as may be set forth in the Merger Agreement and the Company Disclosure Schedule issued by the Company in connection therewith, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution and delivery of this Agreement by the such Company nor Shareholder, performance by such Company Shareholder of its obligations hereunder and the consummation by such Company Shareholder of the transactions contemplated hereby. None of the execution and delivery of this Agreement by such Company Shareholder, the performance by such Company Shareholder of its obligations hereunder and the consummation by such Company Shareholder of the transactions contemplated hereby will or compliance by such Company Shareholder with any of the provisions of this Agreement shall (i) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) , if applicable, of the such Company or any Subsidiary of the CompanyShareholder, or (ii) require the consent or approval of any Person or result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or an event which, with or without notice or lapse of time time, or both, would constitute a default) under or the loss of any benefit under, result in the termination of or a right of termination or cancellation under, or give rise to a right of termination, cancellation or acceleration of the performance required by, any obligation contained in of the terms, conditions, or provisions of any Contract to the loss which such Company Shareholder is a party or by which such Company Shareholder or any of a benefit under, such Company Shareholder’s properties or assets may be bound or result in the creation of any lien or other encumbrance upon Encumbrance, on 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 such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse EffectShareholder, or (iii) require subject to compliance with filing requirements as may be required under applicable securities Laws, violate any consentLaw applicable to such Company Shareholder or any of such Company Shareholder’s properties or assets, approvalexcept in each case under clauses (i), authorization (ii) and (iii), where the absence of filing or permit ofauthorization, conflict, violation, breach, or filing with default would not impair or notification to, any Governmental Entity, except (A) pursuant adversely affect the ability of such Company Shareholder to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Mergerperform such Company Shareholder’s obligations hereunder.

Consents and Approvals; No Violation. Neither the The execution and delivery of this Agreement by and the Company nor IEL Ancillary Agreements do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company IEL or any of its Subsidiaries under: (i) any provision of the Memorandum of Association and Bye-laws of IEL or the comparable charter or organization documents or by-laws of any of its Subsidiaries, (ii) assuming approval by the other parties thereto under the Shareholders Agreement and the Management Agreement and the XXX Consent, any of the termsloan or credit agreement, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationagreement, instrument, permit, concession, franchisefranchise or license applicable to IEL or any of its Subsidiaries (other than (a) the Mutual Confidentiality and Non-Disclosure Agreement, licensedated March 22, 1996, by and between IEL and the In-Flight Entertainment Division of B/E Aerospace, Inc., (b) the Software Integration Assistance Agreement, dated as of June 1, 1995, by and between IEL and Matsushita Avionics Systems Corporation, (c) the Public Relations Services Agreement dated March 28, 1996, by and between Xxxxx Xxxxxx Xxxxxxxx Associates, Inc. and IEL) and (d) Sublicense Agreement effective as of October 11, 1996 between Xxxxxx'x Operating Company, Inc. and IEL or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company IEL or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (ii) and (iii), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will would not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant reasonably be expected to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on IEL and would not materially impair the ability of IEL to perform its obligations hereunder or under the IEL Ancillary Agreements or prevent the consummation of any of the transactions contemplated hereby or materially delay thereby. No filing or registration with, or authorization, consent or approval of any Governmental Entity is required by or with respect to IEL or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the IEL Ancillary Agreements by IEL, or is necessary for the consummation of the Offer Amalgamation and the other transactions contemplated by this Agreement or the MergerIEL Ancillary Agreements, except: (i) for the filing with the Registrar of Companies in Bermuda of an application for approval and for registration of the Amalgamation and appropriate documents with the relevant authorities of other states in which IEL or any of its Subsidiaries is qualified to do business; (ii) for receipt of consent from the Minister of Finance in Bermuda and such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country (including, without limitation, any political subdivision thereof) in which IEL or any of its Subsidiaries conducts any business or owns any property or assets; and (iii) for such other consents, orders, authorizations, registrations, declarations and filings the failure of which to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on IEL and would not materially impair the ability of IEL to perform its obligations hereunder or under the IEL Ancillary Agreements or prevent the consummation of any of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violation. Neither Subject to obtaining the execution Company Stockholder Approval and the taking of the actions described in the immediately succeeding sentence, the execution, delivery and performance of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will (i) not, conflict with with, or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to a right of modification, termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or other encumbrance "drag" along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") upon any of the material properties or assets of the Company under, or result in the termination or modification (including in the amount, nature or timing of lease payments) of, or require that any consent be obtained or any notice be given with respect to (a) the Certificate of its Subsidiaries under, any Incorporation or Bylaws of the termsCompany, conditions as currently in effect, (b) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement license or other instrument agreement, instrument, Contract or obligationPermit applicable to the Company or any of its properties or assets, permit, concession, franchise, license, (c) any judgment, order, writ, injunction, decree, law, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective its properties or assets may be subjectassets, except for (d) any license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined in Section 2.21) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the "Licenses"), other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, conflictsdefaults, breachesmodifications, terminationsrights, accelerations Liens, losses of a material benefit, consents or creations of liens or other encumbrances, which will notices that have not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant had and would not reasonably be expected to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company. No consent, approval, order or prevent authorization of, or materially delay registration, declaration or filing with, any Federal, state or, to the Company's knowledge, 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 in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Offer Transactions, except for (i) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) the Schedule 13E-3 and (y) the Proxy Statement relating to the approval by the Company's stockholders of this Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made has not had and would not reasonably be expected to have a Material Adverse Effect on the MergerCompany.

Consents and Approvals; No Violation. Neither Except as set forth on the execution Company Disclosure Letter delivered to the Parent as of the date of this Agreement (the "Company Disclosure Letter"), 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 and performance of this Agreement by the Company nor the consummation by the Company it of the transactions contemplated hereby will (i) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary By-Laws of the Company, or ; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) in connection with the Exchange Act, (C) 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 (D) 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 facts that specifically relate to the business or activities in which the Parent or the Purchaser is or proposes to be engaged; (iii) constitute a breach or result in a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a any right of termination, amendment, 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, leasecontract, agreement or other instrument or obligationobligation of any kind to which the Company is a party or by which the Company or any of its assets may be bound, permitexcept for any such breach, concessiondefault or right as to which requisite waivers or consents have been obtained or which, franchisein the aggregate, licensewould not have a Material Adverse Effect; or (iv) assuming compliance with the DGCL and the HSR Act, violate any order, writ, injunction, judgment, orderdecree, decreelaw, statute, lawrule, ordinance, rule regulation or regulation governmental permit or license applicable to the Company or any such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrancesits assets, which will not violation would have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, and except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or default or the loss of a material benefit (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, 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 Lien, upon any of the properties properties, assets or assets operations of the Company or any of its Subsidiaries underunder any provision of (i) the Restated Articles of Incorporation, any as amended, or the Amended and Restated By-Laws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any Subsidiary of the Company, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties properties, assets or assets may be subjectoperations, except for other than, in the case of clauses (ii), (iii) or (iv), any such violations, conflictsdefaults, breacheslosses, terminationsrights or Liens that, accelerations individually or creations of liens or other encumbrancesin the aggregate, which will would not reasonably be expected to have a 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. No filing or registration with, or (iii) require any consentauthorization, approval, authorization consent or permit approval of, or filing with or notification to, any Governmental EntityEntity is required by or 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 Merger and the other transactions contemplated by this Agreement, except (Ai) pursuant to in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (Bii) the filing a certificate of merger pursuant the Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to the DGCLdo business, (Ciii) such filings and consents as may be required under any environmental, health or public or worker safety law or regulation specified in Section 3.4 of the Company Letter pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings as may be required in connection with the taxes described in Section 5.11, (v) applicable requirements, if any, of Blue Sky Laws and the NYSE, (vi) as may be required under foreign laws, (vii) filings under with and approvals in respect of the HSR Act Gaming Laws, (viii) filings with and approvals of state educational regulatory authorities, non-governmental accrediting commissions and the termination U.S. Department of Education and, if required, with the waiting periods thereunder or Federal Communications Commission, (Dix) such other consents, approvals, orders, authorizations, permitsregistrations, declarations and filings or notifications as are set forth in Section 3.4 of the Company Letter, and (x) such other consents, orders, authorizations, registrations, declarations and filings the failure of which if not to be obtained or made will made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the Offer or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, and except as set forth in Schedule 3.4 (including the required consents, approvals, authorizations and other actions identified therein), the execution and delivery of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Amended and Restated Charter or Bylaws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (ii), (iii) or (iv), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, or prevent the consummation of any of the transactions contemplated hereby. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the Merger.provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Tennessee and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) such filings and consents as may be required under any state or foreign laws pertaining to debt collection, the issuance of payment instruments or money transmission, (vi) applicable requirements, if any, of Blue Sky Laws and the Nasdaq National Market, and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent the consummation of any of the transactions contemplated hereby. 16

Consents and Approvals; No Violation. Neither Assuming that all consents, ------------------------------------ approvals, authorizations and other actions described in this Section 3.4 and in Section 5.7 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other 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 terms, conditions comparable charter or provisions organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or any of their respective properties or assets or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (ii), (iii) or (iv), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect 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. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement except for (i) in connection, or in compliance, with the Mergerprovisions of the HSR Act and the Securities Act and 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 its Subsidiaries is qualified to do business, (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (iv) such filings as may be required in connection with the taxes described in Section 5.10, (v) applicable requirements, if any, of Blue Sky Laws and the NYSE, (vi) as may be required under non-U.S. laws of general applicability and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect 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. Neither Subject to obtaining ------------------------------------ the execution Company Shareholder Approval (if required under the DGCL) and the taking of the actions described in the immediately succeeding sentence, the execution, delivery and performance of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby Transactions (including the changes in ownership of Securities or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will (i) not, conflict with with, or result in any breach or material violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time to time, or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any material obligation contained in or to the loss of a material benefit under, or result in the creation of any lien or other encumbrance Lien upon any of the material properties or material assets of the Company or any of its Subsidiaries subsidiaries under, or result in the termination of, or require that any consent be obtained or any notice be given with respect to, (i) the Certificate of Incorporation or Bylaws of the Company or the comparable charter or organizational documents of any of its subsidiaries, (ii) except as set forth in Section 3.7 of the termsCompany Disclosure Schedule, conditions any loan or provisions of any credit ---------------------------------------------- agreement note, bond, mortgage, indenture, deed of trust, license, lease, agreement license or other instrument agreement, instrument, Contract or obligationPermit applicable to the Company or any of its subsidiaries or their respective properties or assets, permit, concession, franchise, license, (iii) any judgment, order, writ, injunction, decree, law, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary of its subsidiaries or to which they or any of their respective properties or assets may be subjector (iv) any licenses to which the Company or any of its subsidiaries is a party, except for such violationsother than, conflictsin the case of clauses (ii), breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to(iv), any Governmental Entitysuch conflicts, except (A) pursuant violations, defaults, rights, Liens, losses of a material benefit, consents or notices that, individually or in the aggregate, have not and could not reasonably be expected to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company. No consent, approval, order or prevent authorization of, or materially delay 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 Offer Transactions, except for (i) 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"), (ii) the filing with the SEC of (x) the Schedule 14D-9, (y) if required, the Proxy Statement relating to the approval by the Company's shareholders of this Agreement and (z) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions contemplated by this Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made, individually or in the Mergeraggregate, has not had and could not reasonably be expected to have a Material Adverse Effect on the Company.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement and the Company Ancillary Agreements by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other 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) the comparable charter or organizational documents of any of the termsCompany’s Subsidiaries, conditions (iii) any material loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trustguaranty, license, lease, agreement lease or other instrument or obligationmaterial agreement, instrument, permit, concession, franchisefranchise or license applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, license, or (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Company Ancillary Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Company Ancillary Agreements, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect(i) in connection, or in compliance with, the provisions of the HSR Act, (ii) for 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 its Subsidiaries is qualified to do business, (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Actfor State Takeover Approvals, (Biv) filing a certificate of merger pursuant to for such filings as may be required in connection with the DGCLtaxes described in Section 5.7, and (Cv) filings for applicable requirements, if any, under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Mergerforeign laws.

Consents and Approvals; No Violation. Neither the execution and ------------------------------------ delivery of this Agreement and the License Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and thereby will (i) (assuming stockholder approval of the Merger as described in Section 3.4 is obtained) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyits Subsidiaries, or (ii) except as set forth in Section 3.5 of the Company Disclosure Schedule, 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 such Subsidiary of its Subsidiaries or to which they the Company, its Subsidiaries or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse EffectEffect or prevent or materially delay consummation of the Merger, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing of a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination or expiration of the waiting periods thereunder thereunder, (D) filings required under applicable antitrust laws of any foreign country, (F) filings necessary to comply with state securities or "blue sky" laws, or (DG) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other 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) the comparable charter or organizational documents of any of the terms, conditions Company's Subsidiaries; (iii) any material Contract applicable to the Company or provisions any of its Subsidiaries or any note, bond, mortgage, indenture, deed of trust, license, lease, agreement their respective properties or other instrument assets; or obligation, permit, concession, franchise, license, (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clause (iv), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that would not, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the Mergerprovisions of the Securities Act and 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 its Subsidiaries is qualified to do business; (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.9; (v) applicable requirements, if any, of Blue Sky Laws and Nasdaq; (vi) applicable requirements, if any, under foreign or supranational laws relating to antitrust and to competition clearances; and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or 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. Neither the execution and delivery of this Agreement and the License Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby and thereby will (i) (assuming stockholder approval of the Merger as described in Section 3.4 is obtained) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyits Subsidiaries, or (ii) except as set forth in Section 3.5 of the Company Disclosure Schedule, 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 such Subsidiary of its Subsidiaries or to which they the Company, its Subsidiaries or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse EffectEffect or prevent or materially delay consummation of the Merger, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing of a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination or expiration of the waiting periods thereunder thereunder, (D) filings required under applicable antitrust laws of any foreign country, (F) filings necessary to comply with state securities or "blue sky" laws, or (DG) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.

Consents and Approvals; No Violation. Except for applicable requirements of the HSR Act, the Exchange Act, state securities or blue sky laws, certain state and local regulatory filings and approvals relating to health care licensing and similar matters, and the filing and recordation of the Articles of Merger as required by the GCL, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by Company of the transactions contemplated by the Transaction Documents, except for such filings, permits, authorizations, consents or approvals the failure of which to be made or obtained would not individually or in the aggregate have a Company Material Adverse Effect. Neither the execution and delivery by Company of this Agreement by and the Company other Transaction Documents to which it is a party, nor the consummation by the Company of the transactions contemplated hereby and thereby, nor compliance by Company with any of the provisions hereof and thereof, will (i) conflict with or result in any breach or violation of any provision provisions of the Certificate charter documents or by-laws of Incorporation Company or Bylaws (or other comparable organizational documents) any of the Company or any Subsidiary of the CompanySubsidiaries, or (ii) result in a violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default (or give rise to a any right of termination, 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 acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, leasecontract, agreement or other instrument or obligationobligation to which Company or any of the Company Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, permitor (iii) assuming compliance with the matters referred to in this Section 5.5, concessionviolate any order, franchisewrit, license, judgment, orderinjunction, decree, statute, law, ordinance, rule or regulation applicable to Company, any of the Company or any such Subsidiary or to which they Subsidiaries or any of their respective properties or assets may be subjectassets, except in the case of clauses (ii) and (iii) for such violations, conflicts, breaches, terminations, accelerations breaches or creations of liens or other encumbrances, defaults which will would not have a Company Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions of this Agreement will (i) not, conflict with or with, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, 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 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) the comparable charter, bylaws or organizational documents of any of the terms, conditions Company’s Subsidiaries; (iii) any Contract applicable to the Company or provisions any of its Subsidiaries or any note, bond, mortgage, indenture, deed of trust, license, lease, agreement their respective properties or other instrument assets; or obligation, permit, concession, franchise, license, (iv) any judgment, order, decree, injunction, statute, lawLaw, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, other than, in the case of clauses (iii) and (iv), any such violations, defaults, rights or Encumbrances that would not, individually or in the aggregate, have a Company Material Adverse Effect or materially impair or delay the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 by the Company of the Merger and the other transactions contemplated by this Agreement, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect(i) in connection, or (iii) require any consentin compliance, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate provisions of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination Exchange Act; (ii) the filing of the waiting periods thereunder Articles of Merger with the Secretary of State of the State of Minnesota and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business; (Diii) consents, approvalssuch filings, authorizations, permitsorders and approvals as may be required to obtain the State Takeover Approvals; (iv) applicable requirements, if any, of Blue Sky Laws and the Nasdaq Global Market; (v) applicable requirements, if any, under foreign Laws relating to antitrust and to competition clearances; and (vi) such other consents, orders, authorizations, registrations, declarations and filings or notifications the failure of which if not to be obtained or made will not would not, individually or in the aggregate, have a Company Material Adverse Effect or materially impair or delay the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the Offer or transactions contemplated hereby by the MergerCompany.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 and in Section 3.14 have been obtained and all filings and obligations described in this Section 3.4 and in Section 3.14 have been made, except as set forth in Section 3.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement does not, and the consummation of the Transactions and compliance with the provisions of this Agreement will not, (a) result in any violation of, or default (with or without notice or lapse of time, or both) under any provision of, or the acceleration of any obligation under, or the termination or material alteration of (i) the Company Charter or the Company Bylaws, (ii) any provision of the comparable charter or organization documents of any of the Company’s Subsidiaries, (b) result in any material violation of, or material default (with or without notice or lapse of time, or both) under any provision of, or the acceleration of any material obligation under, or the termination or material alteration of (i) any material loan or credit agreement, note, lease, license, permit or other material agreement applicable to the Company or any of its Subsidiaries, (ii) any Law applicable to the Company or any of its Subsidiaries or any of their respective material properties or assets, or (c) result in the creation or imposition of any material Lien on any asset of the Company or any of its Subsidiaries, other than: (w) Liens that are disclosed in the Company Disclosure Schedule, (x) liens for Taxes, fees, levies, duties or other governmental charges of any kind which are not yet due and payable, (y) liens for mechanics, materialmen, laborers, employees, suppliers or similar liens arising by operation of Law for amounts which are owed, but not yet delinquent, and (z) in the case of real property, any matters, restrictions, covenants, conditions, limitations, rights, rights of way, encumbrances, encroachments, reservations, easements, agreements and other matters of record, such state of facts of which an accurate survey of the property would reveal ((w), (x), (y) and (z) collectively, “Permitted Liens”). The execution, delivery and performance by the Company nor of this Agreement and the consummation by the Company of the transactions contemplated hereby will Transactions require no action by or in respect of, or filing with, any Governmental Entity except for (iA) conflict compliance with or result in any breach or violation the provisions of any provision the Exchange Act, (B) the filing of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) Merger with the Secretary of State of the Company or any Subsidiary State of Delaware and appropriate documents with the Company, or (ii) constitute a default (or an event which, with notice or lapse relevant authorities of time or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation contained other states 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 which the Company or any of its Subsidiaries underis qualified to do business, any (C) applicable requirements, if any, of Nasdaq, and (D) such other consents, orders, authorizations, registrations, declarations and filings the terms, conditions or provisions failure 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 which to be obtained is not reasonably likely to be materially adverse to the Company or any such Subsidiary of its Subsidiaries, prohibit the Company from performing its obligations under this Agreement or to which they or prevent the consummation of any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the MergerTransactions.

Consents and Approvals; No Violation. Neither Except as disclosed on Schedule 3.4 hereto, and assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Certificate of Incorporation or By-Laws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (ii), (iii) or (iv),any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, or prevent the consummation of any of the transactions contemplated hereby. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the Mergerprovisions of the HSR Act, the Securities Act and 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 its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the laws of any foreign country in which the Company or any of its Subsidiaries conducts any business or owns any property or assets, (vi) such filings and consents as may be required under any state or foreign laws pertaining to debt collection, the issuance of payment instruments or money transmission, (vii) applicable requirements, if any, of Blue Sky Laws and NASDAQ, and (viii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement and the Company Ancillary Agreements by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the transactions contemplated by Section 5.15) and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the Company Charter or the Company Bylaws, (b) the comparable charter or organizational documents of any of the termsCompany’s Subsidiaries, conditions (c) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trustguaranty, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchisefranchise or license material to the Company or any of its Subsidiaries or any of their respective properties or assets, licenseother than, in the case of clause (c), any such violations, defaults, rights, liens, security interests, charges or encumbrances that are immaterial, or (d) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clause (d), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Company Ancillary Agreements, or prevent the consummation of any of the transactions contemplated hereby or materially delay thereby by the Company. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Company Ancillary Agreements by the Company or is necessary for the consummation of the Offer Merger and the other transactions contemplated by this Agreement or the MergerCompany Ancillary Agreements, except for (i) compliance with the HSR 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 its Subsidiaries is qualified to do business, (iii) State Takeover Approvals, (iv) such filings as may be required in connection with the taxes described in Section 5.9, (v) applicable requirements, if any, of Blue Sky Laws, (vi) applicable requirements, if any, under foreign laws and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Company Ancillary Agreements, or prevent the consummation of any of the transactions contemplated hereby or thereby by the Company.

Consents and Approvals; No Violation. Neither Subject to obtaining ------------------------------------ the execution Company Stockholder Approval and the taking of the actions described in the immediately succeeding sentence, the execution, delivery and performance of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will (i) not, conflict with with, or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to a right of modification, termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or other encumbrance "drag" along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") upon any of the material ----- properties or assets of the Company under, or result in the termination or modification (including in the amount, nature or timing of lease payments) of, or require that any consent be obtained or any notice be given with respect to (a) the Certificate of its Subsidiaries under, any Incorporation or Bylaws of the termsCompany, conditions as currently in effect, (b) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement license or other instrument agreement, instrument, Contract or obligationPermit applicable to the Company or any of its properties or assets, permit, concession, franchise, license, (c) any judgment, order, writ, injunction, decree, law, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective its properties or assets may be subjectassets, except for (d) any license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined in Section 2.21) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the "Licenses"), -------- other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, conflictsdefaults, breachesmodifications, terminationsrights, accelerations Liens, losses of a material benefit, consents or creations of liens or other encumbrances, which will notices that have not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant had and would not reasonably be expected to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company. No consent, approval, order or prevent authorization of, or materially delay registration, declaration or filing with, any Federal, state or, to the Company's knowledge, 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 in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Offer Transactions, except for (i) 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"), (ii) the filing with the SEC of (x) the Schedule 13E-3 and (y) the ------- Proxy Statement relating to the approval by the Company's stockholders of this Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made has not had and would not reasonably be expected to have a Material Adverse Effect on the MergerCompany.

Consents and Approvals; No Violation. Neither Subject to (i) obtaining the Company Shareholder Approval, (ii) compliance with the requirements of the Exchange Act, and (iii) the filing of the Certificate of Merger, and except as disclosed on Section 2.8 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement do not, and the consummation of the Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will not (i) conflict with or violate the Certificate of Incorporation or Bylaws of the Company or the comparable organizational documents of any of its Subsidiaries, (ii) conflict with or violate any statute, ordinance, rule, regulation, judgment, order, writ, injunction, decree or law applicable to the Company or its Subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected, or (iii) result in a violation or breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit under, or the creation of any pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or "drag" along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") on any of the property or assets of the Company or any of its Subsidiaries pursuant to any loan or credit agreement, note, bond, mortgage, indenture, License Agreement (as defined in Section 2.22), or other agreement, instrument, Contract or Permit applicable to the Company, its Subsidiaries or any of their respective properties or assets, except for such violations, breaches or defaults that individually or in the aggregate would not have a Material Adverse Effect on the Company. 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 in connection with the execution and delivery of this Agreement by the Company nor or the consummation by the Company of the transactions contemplated hereby will Transactions, except for (i) conflict the filing with or result in any breach or violation the SEC of any provision the Proxy Statement relating to the approval by the Company's shareholders of this Agreement, (ii) the filing of the Certificate of Incorporation or Bylaws Merger pursuant to the NJBCA, (or iii) such other comparable organizational documents) consents, approvals, orders, authorizations, registrations, declarations and filings identified in Section 2.8 of the Company or any Subsidiary of the CompanyDisclosure Schedule, or and (ii) 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, 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 such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (Div) consents, approvals, orders, authorizations, permitsregistrations, filings declarations or notifications filings, the failure of which if to obtain would not obtained individually or made will not in the aggregate have a Material Adverse Effect or prevent or materially delay consummation of on the Offer or the MergerCompany.

Consents and Approvals; No Violation. Neither the execution and delivery by the Company of this Agreement by nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or result in the breach or violation of any provision of the Articles of Association or Bylaws of the Company, (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, license or other restriction of any governmental authority to which the Company nor or any of its property is subject, which violation, individually or in the aggregate, would have a material adverse effect on the Company's ability to perform its obligations under this Agreement, (iii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company is a party, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which would not, individually or in the aggregate, have a material adverse effect on the Company's ability to perform its obligations under this Agreement, or (iv) constitute violations of any order, writ, injunction, decree, statute, rule or regulation applicable to the Company, or any of its assets, which violation, individually or in the aggregate, would have a material adverse effect on the Company's ability to perform its obligations under this Agreement. (d) No declaration, filing or registration with, or notice to, or authorization consent or approval of any governmental authority is necessary for the consummation by the Company of the transactions contemplated hereby which has not already been obtained or will not be obtained on or prior to the Closing Date. (ie) conflict with The Company is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in any breach it being or violation of any provision of the Certificate of Incorporation becoming Bankrupt. (f) There is not pending or, to its knowledge, threatened against it or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) 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, 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 Sub-Purchasers any of legal proceedings that could materially adversely affect its Subsidiaries underability to perform its obligations under this Agreement. NOTICE Except as otherwise provided herein, any of the termsnotice, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement invoice or other instrument communication which is required or obligationpermitted by this Agreement shall be in writing and delivered by personal service, permittelecopy, concessionovernight delivery or mailed certified or registered first class mail, franchisepostage prepaid, licenseproperly addressed as follows: a) In the case of Company to: Vermont Yankee Nuclear Power Corporation 100 Xxx Xxxxx Xxxx X.X. Xxx 0000 Xxxxxxxxxxx, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.Xxxxxxx 05302-7002 Telecopy No: 800-000-0000

Consents and Approvals; No Violation. Neither Assuming that all ------------------------------------ consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement by and the Company nor Stock Option Agreement do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other 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 Amended and Restated Bylaws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (ii), (iii) or (iv), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or materially delay thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreement by the Company or is necessary for the consummation of the Offer Merger and the other transactions contemplated by this Agreement or the MergerStock Option Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Wisconsin and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement or the Stock Option Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) such filings as may be required in connection with the taxes described in Section 5.10, (vi) applicable requirements, if any, of Blue Sky Laws or the Nasdaq National Market, (vii) as may be required under foreign laws and (viii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violation. Neither Assuming that filings required under the execution HSR Act or any foreign antitrust, competition or investment laws and delivery of this Agreement by regulations are made and the Company nor waiting period thereunder has been terminated or has expired, the consummation by the Company Sellers of the Sale and other transactions contemplated hereby will not (ia) conflict with or violate the provisions of the articles of incorporation, the bylaws or any other similar corporate governance instrument of any Company, (b) except as set forth in SCHEDULE 3.4, conflict with or violate any statute, rule, regulation, order or decree of any Governmental Authority by which any Company is bound or by which any Company's properties or assets are bound, (c) require any permit, consent or approval of, or the giving of any notice to, or filing with any Governmental Authority on or prior to the Closing Date, and (d) except as set forth in SCHEDULE 3.4 result in any a violation or breach of, conflict with, constitute (with or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) constitute a default (or an event which, with without due notice or lapse of time or both, would constitute ) a default) under, default (or give rise to a any right of termination, cancellation or acceleration of any obligation contained in or to the cancellation, loss of a benefit rights or benefits, payment or acceleration) under, or result in the creation of any lien or other encumbrance Encumbrance upon any of the properties or assets of the any Company or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlicense, licensefranchise, permit, agreement, lease, franchise agreement or any other instrument or obligationobligation to which any Company is a party, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the by which any Company or any such Subsidiary or to which they or any of their respective its properties or assets may be subjectbound, except for such excluding from the foregoing clauses (b), (c) and (d) permits, consents, approvals, notices and filings the absence of which, and violations, conflicts, breaches, terminationsdefaults, accelerations or creations rights, conflicts and Encumbrances the existence of liens or other encumbranceswhich, which will would not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company or the Company Stockholder, nor the consummation by the Company or the Company Stockholder of the transactions contemplated hereby will by this Agreement, will: (i) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) 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, 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 such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iiia) require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any Governmental EntityAuthority, except (Ai) pursuant to the Exchange Actfiling of a Certificate of Merger in accordance with Delaware Law and Georgia Law, (Bii) filing a certificate any regulatory approvals or routine governmental consents normally acquired after the consummation of merger pursuant to transactions such as transactions of the DGCLnature contemplated by this Agreement, which consents and approvals are listed on Schedule 3.4, (Ciii) filings under where the HSR Act and failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the termination of the waiting periods thereunder or (D) consentsaggregate, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Company Material Adverse Effect or prevent or materially delay delay, in any material respect, the consummation of the Offer transactions contemplated by this Agreement, or (iv) approvals required pursuant to the MergerHSR Act; (b) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions, or provisions of any contract, commitment or similar agreement to which the Company or any of the Subsidiaries is a party, except (i) as set forth on Schedule 3.4 or (ii) for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or which are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 3.4(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to the Company, any of the Subsidiaries, or any of their assets, except for violations which are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. The Company is not in violation of its charter or bylaws.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the Company Charter or the By-laws of the termsCompany, conditions (b) any Material Contract, or provisions of (c) 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 such Subsidiary or to which they or any of their respective its properties or assets may be subjectassets, except except, (A) with respect to clauses (b) and (c), for any such violations, conflictsdefaults, breaches, terminations, accelerations or creations of liens losses or other encumbrancesoccurrences which would not, which will not individually or in the aggregate, have a Material Adverse EffectEffect and (B) with respect to clause (b), those consents listed in Section 3.4(b) of the Company Letter. No filing or registration with, or authorization, consent or approval of, any Governmental 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 other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the HSR Act, (ii) the filing of 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, (iii) require such filings and consents as may be required under any consentenvironmental, approvalhealth or safety law or regulation pertaining to any notification, authorization disclosure or permit ofrequired approval triggered by the Merger or by the transactions contemplated by this Agreement, or filing with or notification to(iv) State Takeover Approvals, any Governmental Entity, except (Av) pursuant to under the Exchange Act, (Bvi) filing a certificate any of merger pursuant to the DGCL, (C) filings such items as may be required under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Mergerforeign laws.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby Transactions and compliance with the provisions hereof will not, (a) result in any violation of, or default (with or without notice or lapse of time, or both) under any provision of, or the acceleration of any obligation under, or the termination or material alteration of (i) conflict with the Company Charter or result in any breach or violation of the Company Bylaws, (ii) any provision of the Certificate comparable charter or organization documents of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company’s Subsidiaries, (iii) any loan or (ii) constitute a default (or an event whichcredit agreement, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, 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 trustlease, license, lease, agreement or other instrument or obligationinstrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule franchise or regulation other agreement applicable to the Company or any such Subsidiary of its Subsidiaries, (iv) any Law applicable to the Company or to which they any of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for or (b) result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries, other than, in the case of clauses (a)(ii), (iii) or (iv) or (b), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that have not had and would not reasonably be expected to have, individually or other encumbrancesin the aggregate, which will not have a Material Adverse EffectEffect on the Company, materially impair the ability of the Company to perform its obligations hereunder or (iii) prevent the consummation of any of the Transactions. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions require any consent, approval, authorization no action by or permit in respect of, or filing with or notification towith, any Governmental Entity, Entity except for (A) pursuant to compliance with the provisions of the HSR Act and the Exchange Act, (B) filing a certificate applicable requirements, if any, of merger pursuant to the DGCLGerman Federal Cartel Office, (C) filings under the HSR Act and the termination filing of the waiting periods thereunder 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 its Subsidiaries is qualified to do business, (D) applicable requirements, if any, of Nasdaq, and (E) such other consents, approvalsorders, authorizations, permitsregistrations, declarations and filings or notifications the failure of which if not to be obtained or made will would not have reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the Offer or the MergerTransactions.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other 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) the comparable charter or organizational documents of any of the terms, conditions Company’s Subsidiaries; (iii) any material Contract applicable to the Company or provisions any of its Subsidiaries or any note, bond, mortgage, indenture, deed of trust, license, lease, agreement their respective properties or other instrument assets; or obligation, permit, concession, franchise, license, (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clause (iv), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that would not, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the Mergerprovisions of the Securities Act and 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 its Subsidiaries is qualified to do business; (iii) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals; (iv) such filings as may be required in connection with the Taxes described in Section 5.9; (v) applicable requirements, if any, of Blue Sky Laws and Nasdaq; (vi) applicable requirements, if any, under foreign or supranational laws relating to antitrust and to competition clearances; and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or 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. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the termsCompany Charter Documents, conditions (b) any Material Contract, other than any Specified Contract, (c) any Specified Contract, or provisions of (d) 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 rule, regulation or regulation other legally enforceable requirement (“Law”) applicable to the Company or Company, any such Subsidiary or to which they of its Subsidiaries, or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (b) and (d), any such violations, conflictsdefaults, breachesrights, terminationslosses, accelerations or creations of liens Liens or other encumbrancesoccurrences that, which will individually or in the aggregate, would not have a Company Material Adverse Effect. No filing or registration with, or authorization, consent or approval of, any domestic (federal and state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a “Governmental 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 or the Second Merger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) for the filing of Articles of Merger with the Department of Treasury of the State of New Jersey and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to under the Exchange Act, and (Biv) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvalsany filings, authorizations, permits, filings orders and approvals required under foreign antitrust or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Mergersimilar laws.

Consents and Approvals; No Violation. Neither Except as disclosed in ------------------------------------ Section 3.4 of the Company Letter, assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other 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 Bylaws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (ii), (iii) or (iv), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect 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. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act and 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 its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or the Mergertransactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) applicable requirements, if any, of Blue Sky Laws or the Nasdaq SmallCap Market, (vi) as may be required under foreign laws and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect 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. Neither Assuming that all ------------------------------------ consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a material default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien material lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Articles of Incorporation of the termsCompany (as amended from time to time, conditions the "Company Charter") or provisions the By-laws of the Company, (ii) any provision of the --------------- comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than any such violations, conflictsdefaults, breachesrights, terminationslosses, accelerations liens, security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect 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. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Colorado and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, if any, (v) applicable requirements, if any, of Blue Sky Laws or the MergerNasdaq National Market, (vi) as may be required under foreign laws and (vii) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect 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 or thereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, and except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by and the Company nor Stock Option Agreement do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the articles of incorporation of the termsCompany (as amended from time to time, conditions the "COMPANY CHARTER") or provisions the Bylaws of the Company, (ii) any provision of the comparable charter or organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (ii), (iii) or (iv), any such violations, conflictsdefaults, breachesrights, terminationslosses, accelerations liens, security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or materially delay thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreement by the Company or is necessary for the consummation of the Offer Merger and the other transactions contemplated by this Agreement or the MergerStock Option Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of Articles of Merger with the Secretary of State of the State of Wisconsin and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement or the Stock Option Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) applicable requirements, if any, of Blue Sky Laws or the Nasdaq National Market, (vi) as may be required under foreign laws and (vii) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a material default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien material lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the certificate of incorporation or bylaws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than any such violations, conflictsdefaults, breachesrights, terminationslosses, accelerations liens, security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect 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. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the Mergerprovisions of the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) applicable requirements, if any, of Blue Sky Laws or AMEX, (iv) as may be required under foreign laws and (v) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect 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. Neither Assuming that all ------------------------------------ consents, approvals, authorizations and other actions described in this Section ------- 3.4 have been obtained and all filings and obligations described in this Section --- ------- 3.4 have been made, except as set forth in Schedule 3.4, the execution and --- ------------ delivery of this Agreement and the Company Ancillary Agreements by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Articles or the Company Bylaws, (ii) the comparable charter or organizational documents of any of the termsCompany's Subsidiaries, conditions (iii) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trustguaranty, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchisefranchise or license applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, license, (iv) any judgment, order, decree, injunction, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Company Ancillary Agreements by the Company or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement or the Company Ancillary Agreements, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or the filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation Statement of Merger with the Secretary of State of the Offer State of Colorado and appropriate documents with the relevant authorities of other states in which the Company or the Mergerany of its Subsidiaries is qualified to do business.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the execution Company Disclosure Schedule, the execution, delivery and delivery performance of this Agreement by and the Escrow Agreement do not, and, subject to the Company nor Stockholder Approval, the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien Lien (other than Permitted Liens), security interest, charge or other encumbrance upon any of the material properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Certificate of Incorporation or the Bylaws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organizational documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, guarantee, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchisefranchise or license binding on the Company or any of its Subsidiaries, license, or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or Company, any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of each of clauses (iii) and (iv), any such violations, conflictsdefaults, breachesrights, terminationslosses, accelerations liens, security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company. No filing or prevent registration with, or materially delay authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Escrow Agreement by the Company or is necessary for the consummation of the Offer Merger and the other transactions contemplated by this Agreement or the MergerEscrow Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of 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 its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement or the Escrow Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) applicable requirements, if any, of Blue Sky Laws, (vi) any of such items as may be required under foreign laws and (vii) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in clauses (i) through (iii) of this Section 3.4 have been obtained and all filings and obligations described in clauses (i) through (iii) of this Section 3.4 have been made, except as set forth in Section 3.4(a) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in under or to cause the loss of a material benefit under, or result in the creation of any lien or other encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the Company Charter or the Company Bylaws, (b) any provision of the terms, conditions comparable charter or provisions organization documents of any of the Company's Subsidiaries or any off-balance sheet trusts or other entities of the Company or any of its Subsidiaries, (c) any loan or credit agreement, note, bond, mortgage, indenture, deed of trustsecuritization agreement, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license to which the Company or any of its Subsidiaries is a party or is subject or (d) any judgment, order, decree, order or decree or any statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for such violationsother than, conflictsin the case of clauses (b), breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, (c) or (iii) require any consent, approval, authorization or permit of, or filing with or notification tod), any Governmental Entitysuch violation, except (A) pursuant to default, right, loss or Lien that, individually or in the Exchange Actaggregate, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect 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. No filing or materially delay registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 Merger and the other transactions contemplated by this Agreement, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate related documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (ii) items set forth in Section 3.4(b) of the MergerCompany Disclosure Letter (other than pursuant to Real Property Leases (as defined in Section 3.14(a)) which are addressed in Section 3.14) and (iii) such other consents, orders, authorizations, registrations, declarations and filings, the failure of which to be obtained or made would not, individually or in the aggregate 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. Neither Except as set forth in Section 3.4 of the execution Disclosure Letter, none of the execution, delivery and delivery performance of this Agreement by the Company nor Company, the consummation by the Company of the transactions contemplated hereby and the compliance by the Company with any of the provisions hereof will (ia) violate or conflict with or result in any breach or violation of any provision of the Certificate Articles of Incorporation or Bylaws (or other comparable organizational documents) of the Company or other similar governing documents of any Subsidiary of the Company’s Subsidiaries, or (ii) 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, 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 such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iiib) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, (c) violate, conflict with, or result in a breach of any provision of, or require any material 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, 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 (as defined below), (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any material Lien on any asset of the Company or any of its Subsidiaries 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 (i) in the case of each of clauses (c), (d) and (e) of this Section 3.4, for 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 Material Adverse Effect, (ii) in the case of each of clauses (b), (c), (d) and (e) of this Section 3.4, (A) pursuant as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), 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 Exchange Actpurpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (B) filing a certificate the applicable requirements of merger pursuant to the DGCLSecurities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”), (C) filings under the HSR Act filing and recordation of appropriate merger documents as required by the termination of the waiting periods thereunder OBCA, or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation the applicable requirements under Section 721 of Title VII of the Offer Defense Production Act of 1950, as amended (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 3.4, for such violations, conflicts, breaches, defaults or the MergerLiens 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.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof by the Company will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained under, or result in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance Lien 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) the Articles of Incorporation or Bylaws (or similar organizational documents) of any of the termsCompany’s Subsidiaries, conditions (iii) any Company Contract or provisions of (iv) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Order or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or assets. No notification to, filing or registration with, or authorization, consent or approval of, any Governmental EntityPerson is required by or 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 by the Company of the Merger and the other transactions contemplated by this Agreement, except (AI) pursuant to in connection, or in compliance, with the provisions of the Exchange Act, (BII) for the filing a certificate of merger pursuant the Certificate of Merger with the Secretary of State of the State of Oklahoma and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to the DGCLdo business, (CIII) filings under for the HSR Act Company Shareholder Approval and the termination of the waiting periods thereunder or (DIV) for such other notifications, consents, approvalsorders, authorizations, permitsregistrations, declarations and filings or notifications the failure of which if not to be obtained or made will not have a Material Adverse Effect would not, individually or in the aggregate, be adverse, in any material respect, to the Company or any of its Subsidiaries (including by impairing, in any material respect, the ability of the Company or any of its Subsidiaries to conduct its business) or materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the Offer or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement by the Company nor and the consummation execution and delivery of the Bank Merger Agreement by the Company Bank do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by the Company and the Company Bank will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained under, or result in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (i) the Company Articles of Incorporation or the Company Bylaws, (ii) the Organizational Documents of any of the termsCompany’s Subsidiaries, conditions (iii) any Contract of the Company, or provisions of (iv) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Order or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clause (iii), any such violations, conflictsdefaults, breachesrights or Liens that would not, terminationsindividually or in the aggregate, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the Offer transactions contemplated hereby or thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the Bank Merger Agreement by the Company Bank or is necessary for the consummation by the Company or the Company Bank of the Merger or the Bank Merger, as applicable, and the other transactions contemplated by this Agreement, except for (A) the Specified Requisite Regulatory Approvals, (B) with respect to the Merger, the filing of articles of merger with the MDAT and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (C) with respect to the Bank Merger, the filing of the articles of merger with the Secretary of State of the State of Minnesota and appropriate documents with the relevant authorities of other states in which the Company Bank or any of its Subsidiaries is qualified to do business, (D) such authorizations and approvals as may be required to obtain any State Takeover Approvals, (E) compliance with applicable requirements of the OTC Markets and (F) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Company Bank or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby by the Company or the Company Bank.

Consents and Approvals; No Violation. Neither Subject to obtaining the execution Company Stockholder Approval and the taking of the actions described in the immediately succeeding sentence, the execution, delivery and performance of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will (i) not, conflict with with, or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to a right of modification, termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or other encumbrance "drag" along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") upon any of the material properties or assets of the Company under, or result in the termination or modification (including in the amount, nature or timing of lease payments) of, or require that any consent be obtained or any notice be given with respect to (a) the Certificate of its Subsidiaries under, any Incorporation or Bylaws of the termsCompany, conditions as currently in effect, (b) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement license or other instrument agreement, instrument, Contract or obligationPermit applicable to the Company or any of its properties or assets, permit, concession, franchise, license, (c) any judgment, order, writ, injunction, decree, law, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective its properties or assets may be subjectassets, except for (d) any license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined in Section 2.21) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the "Licenses"), other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, conflictsdefaults, breachesmodifications, terminationsrights, accelerations Liens, losses of a material benefit, consents or creations of liens or other encumbrances, which will notices that have not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant had and would not reasonably be expected to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company. No consent, approval, order or prevent authorization of, or materially delay registration, declaration or filing with, any Federal, state or, to the Company's knowledge, 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 in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Offer Transactions, except for (i) the filing of a premerger notification and report form by the Company under the Hart-Xxxxx- Xxdixx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing with the SEC of (x) the Schedule 13E-3 and (y) the Proxy Statement relating to the approval by the Company's stockholders of this Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made has not had and would not reasonably be expected to have a Material Adverse Effect on the MergerCompany.

Consents and Approvals; No Violation. Neither Assuming all consents, approvals, authorizations and other actions described in the second sentence of this Section 3.4 have been obtained and all filings and obligations described in the second sentence of this Section 3.4 have been made and except as set forth in Schedule 3.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company nor Transaction Agreements do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) not, conflict with or with, result in any violation of, or breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) constitute a default (with or an event which, with without due notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained in or to the loss of a any benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the termsCompany Charter or Company By-Laws, conditions (b) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement indenture or other instrument or obligationcontract, agreement, instrument, permit, concession, franchisefranchise or license applicable to the Company, (c) any license, permit or other instrument, contract or agreement granted by, or entered into with, the FDA or the DEA or (d) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective its properties or assets may be subjectassets, except for other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, conflicts, breaches, terminationsdefaults, accelerations rights, liens, security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing, notification or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the Offer Merger and the other transactions contemplated by the Transaction Agreements, except for (i) in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company is qualified to do business, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by the Transaction Agreements, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, each of which is set forth in Schedule 3.4 of the Company Disclosure Schedule, (v) applicable requirements, if any, of "blue sky" laws and the NASDAQ Composite Index and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby or by any other Transaction Agreement. The execution and delivery of the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, conflict with, result in any violation of, or breach or default (with or without due notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or the Mergerloss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company under, any of the license agreements to which it is a party, except for such conflicts, violations, breaches, defaults, rights or liens as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All license agreements of the Company are listed in Schedule 3.4 of the Company Disclosure Schedule.

Consents and Approvals; No Violation. Neither Except as set forth in Section 3.4 of the Company Letter, assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the Company Charter, (b) any provision of comparable charter or organizational documents of any of the termsCompany Subs, conditions (c) any Material Contract, or provisions of (d) 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 such Subsidiary or to which they Company Sub or any of their respective properties or assets may be subjectassets. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or 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 transactions contemplated by this Agreement, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect(i) in connection, or in compliance, with the provisions of the HSR Act, (ii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the consummation of the transactions contemplated by this Agreement, and (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings such items as may be required under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Mergerforeign laws.

Consents and Approvals; No Violation. Neither Assuming that all ------------------------------------ consents, approvals, authorizations and other actions described in this Section 4.4 have been obtained and all filings and obligations described in this Section 4.4 have been made, the execution and delivery of this Agreement by and the Company nor Stock Option Agreement do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien lien, security interest, charge or other 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 Amended and Restated Bylaws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any of the Company's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clauses (ii), (iii) or (iv), any such violations, conflictsdefaults, breachesrights, terminationsliens, accelerations security interests, charges or creations of liens encumbrances that, individually or other encumbrancesin the aggregate, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or materially delay thereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Stock Option Agreement by the Company or is necessary for the consummation of the Offer Offer, the Merger and the other transactions contemplated by this Agreement or the MergerStock Option Agreement, except for (i) in connection, or in compliance, with the provisions of the HSR Act and the Exchange Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Illinois and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Offer, the Merger or by the transactions contemplated by this Agreement or the Stock Option Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) applicable requirements, if any, of Blue Sky Laws or the Nasdaq National Market, (vi) as may be required under foreign laws and (vii) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or under the Stock Option Agreement or prevent the consummation of any of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violation. Neither Except as set forth on the execution Company Disclosure Letter delivered to the Parent as of the date of this Agreement (the "Company Disclosure Letter"), 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 and performance of this Agreement by the Company nor the consummation by the Company it of the transactions contemplated hereby will (i) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary By-Laws of the Company, or ; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except (A) in connection with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) in connection with the Exchange Act, (C) 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 (D) 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 facts that specifically relate to the business or activities in which the Parent or the Purchaser is or proposes to be engaged; (iii) constitute a breach or result in a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a any right of termination, amendment, 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, leasecontract, agreement or other instrument or obligationobligation of any kind to which the Company is a party or by which the Company or any of its assets may be bound, permitexcept for any such breach, concessiondefault or right as to which requisite waivers or consents have been obtained or which, franchisein the aggregate, licensewould not have a Material Adverse Effect; or (iv) assuming compliance with the DGCL and the HSR Act, violate any order, writ, injunction, judgment, orderdecree, decreelaw, statute, lawrule, ordinance, rule regulation or regulation governmental permit or license applicable to the Company or any such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrancesits assets, which will not violation would have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.

Consents and Approvals; No Violation. Neither Subject to obtaining the execution ------------------------------------ Company Stockholder Approval and the taking of the actions described in the immediately succeeding sentence, the execution, delivery and performance of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby Transactions (including the changes in ownership of the shares of Company Common Stock or the composition of the Board of Directors of the Company) and compliance with the provisions of this Agreement will (i) not, conflict with with, or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to a right of modification, termination, cancellation or acceleration of any obligation contained in or to the loss of a material benefit under, or result in the creation of any lien pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, "tag" or other encumbrance "drag" along rights, encumbrances and security interests of any kind or nature whatsoever (collectively, "Liens") upon any of the material ----- properties or assets of the Company under, or result in the termination or modification (including in the amount, nature or timing of lease payments) of, or require that any consent be obtained or any notice be given with respect to (a) the Certificate of its Subsidiaries under, any Incorporation or Bylaws of the termsCompany, conditions as currently in effect, (b) any loan or provisions of any credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement license or other instrument agreement, instrument, Contract or obligationPermit applicable to the Company or any of its properties or assets, permit, concession, franchise, license, (c) any judgment, order, writ, injunction, decree, law, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they or any of their respective its properties or assets may be subjectassets, except for (d) any license, sublicense, consent or other agreement (whether written or otherwise) pertaining to Intellectual Property (as defined in Section 2.21) used by the Company in the conduct of its business, and by which the Company licenses or otherwise authorizes a third party to use any Intellectual Property (the "Licenses"), -------- other than, in the case of clauses (b), (c) or (d), any such conflicts, violations, conflictsdefaults, breachesmodifications, terminationsrights, accelerations Liens, losses of a material benefit, consents or creations of liens or other encumbrances, which will notices that have not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant had and would not reasonably be expected to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company. No consent, approval, order or prevent authorization of, or materially delay registration, declaration or filing with, any Federal, state or, to the Company's knowledge, 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 in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Offer Transactions, except for (i) 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"), (ii) the ------- filing with the SEC of (x) the Schedule 13E-3 and (y) the Proxy Statement relating to the approval by the Company's stockholders of this Agreement, (iii) the filing of the Certificate of Merger pursuant to the DGCL and (iv) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made has not had and would not reasonably be expected to have a Material Adverse Effect on the MergerCompany.

Consents and Approvals; No Violation. Neither the execution and delivery of this Agreement by the Company or the Company Stockholders, nor the consummation by the Company or the Company Stockholders of the transactions contemplated hereby will by this Agreement, will: (i) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Company, or (ii) 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, 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 such Subsidiary or to which they or any of their respective properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iiia) require any consent, approval, authorization authorization, or permit of, or filing with or notification to, any Governmental EntityAuthority (as defined in Section 10.16), except (Ai) pursuant to the Exchange Actfiling of a Certificate of Merger in accordance with South Carolina Law, (Bii) filing a certificate any regulatory approvals or routine governmental consents normally acquired after the consummation of merger pursuant to transactions such as transactions of the DGCLnature contemplated by this Agreement, (Ciii) filings under where the HSR Act and failure to obtain such consent, approval, authorization, or permit, or to make such filing or notification, is not reasonably expected to have, individually or in the termination of the waiting periods thereunder or (D) consentsaggregate, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Company Material Adverse Effect or prevent or materially delay delay, in any material respect, the consummation of the Offer transactions contemplated by this Agreement, (iv) approvals required pursuant to the HSR Act, or (v) as set forth on Schedule 3.4; (b) result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the Mergerterms, conditions, or provisions of any material contract, commitment or similar agreement to which the Company or any of the Subsidiaries is a party, except (i) as set forth on Schedule 3.4 or (ii) for such defaults (or rights of termination, cancellation, or acceleration) as to which requisite waivers or consents have been obtained or which are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement; or (c) assuming compliance with the matters referred to in Section 3.4(a), violate any order, writ, injunction, decree, statute, rule, or regulation applicable to the Company, any of the Subsidiaries, or any of their assets, except for violations which are not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect or prevent or delay, in any material respect, the consummation of the transactions contemplated by this Agreement. The Company is not, and the consummation of the transactions contemplated by this Agreement will not result, in violation of its Articles of Incorporation or Bylaws.

Consents and Approvals; No Violation. Neither No Governmental Approval is required on the part of the Purchaser for the execution and delivery by the Purchaser of this Agreement or any Ancillary Agreements to which it is party and the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, except (i) as listed on Section 5.03 of the Disclosure Letter; or (ii) compliance with any applicable requirements of the HSR Act and any Investment Laws listed on Section 6.04(a) of the Disclosure Letter. Assuming compliance with the items described in clauses (i) and (ii) of the preceding sentence, neither the execution, delivery and performance of this Agreement or any Ancillary Agreement by the Company Purchaser nor the consummation by the Company Purchaser of the transactions contemplated hereby or thereby will (iA) conflict with or result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable its organizational documents, (B) of the Company result in a breach or any Subsidiary of the Companyviolation of, or constitute (ii) constitute a default (with or an event which, with without notice or lapse of time or both, would constitute ) a default) under, default (or give rise to a the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, 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 acceleration) 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 such Subsidiary or Contract to which they the Purchaser is a party or any of their respective by which the Purchaser or its properties or assets may be subjectbound or (C) violate any Law applicable to the Purchaser or any of its properties or assets, except for such violations, conflicts, breaches, terminations, accelerations or creations in the case of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, each of clauses (B) filing a certificate of merger pursuant to the DGCL, and (C), for breaches or violations, defaults, Liens or rights that would not reasonably be expected to (i) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation any of the Offer transactions contemplated hereby or (ii) materially impair the Mergerability of the Purchaser to perform its obligations under this Agreement.

Consents and Approvals; No Violation. Neither Except as set forth in Section 2.4 of the Disclosure Schedule and except for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), there is no requirement applicable to Seller or the Company to make any filing with, or to obtain any permit, authorization, consent or approval of, any court of competent jurisdiction, regulatory authority or other public body, federal, state or local, domestic or foreign (a "Governmental Entity") or any other Person in connection with the execution, delivery, or performance of this Agreement or any Operative Agreement or as a condition to the lawful consummation by Seller or the Company of the transactions contemplated in this Agreement or any Operative Agreement to which Seller or the Company is a party. For purposes of this Agreement, the "Operative Agreements" shall consist of the Escrow Agreement, the Installment Note, the Stock Option Agreements, the Non- Competition Agreement provided for in Section 5.16 hereof, the employment agreements provided for in Section 5.17 hereof, the General Releases provided for in Section 5.20 hereof, the Warranty Deed provided for in Section 1.7 hereof, and any other agreement entered into in connection with the foregoing or this Agreement. Except as set forth in Section 2.4 of the Disclosure Schedule and except for applicable requirements of the HSR Act, neither the execution and delivery of this Agreement, or any Operative Agreement by to which Seller or the Company is a party, by Seller or the Company, nor the consummation by Seller or the Company of the transactions contemplated hereby herein or therein, nor compliance by Seller or the Company with any of the provisions hereof or thereof will (i) conflict with or result in any breach or violation of any provision of the Certificate articles of Incorporation incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary bylaws of the Company, or (ii) (A) conflict with or result in a violation or breach of, (B) constitute a default (with or an event which, with without the giving of notice or lapse passage of time or both, would constitute ) a default) default under, (C) require any Seller or the Company to obtain any consent, approval or action of, make any filing with or give rise any notice to any Person as a result or under the terms of, (D) result in or give to any Person any right of termination, cancellation cancellation, acceleration or acceleration of any obligation contained modification in or with respect to, (E) result in or give to the loss of a benefit any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or (F) result in the creation or imposition of any lien or other encumbrance Encumbrance upon any of the properties or assets of Seller, the Company or any of its Subsidiaries undertheir respective assets and properties, under or in respect of any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed other evidence of trustIndebtedness, license, agreement (whether written or oral), lease, agreement commitment (whether written or oral), Contract or other instrument or obligationobligation to which Seller or the Company is a party, permitor by which any of their respective businesses, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule properties or regulation assets may be bound; or (iii) conflict with or violate any Law or Order of any Governmental Entity applicable to Seller, the Company or their respective assets or properties. Except as set forth and described in Section 2.4 or 2.15 of the Disclosure Schedule, no consent is required to be obtained or notice provided under any such Subsidiary or Contract listed on Schedule 2.15 of the Disclosure Schedule. There is no Proceeding pending or, to which they the Knowledge of Seller, threatened against the Company, Seller or any of their respective assets and properties or assets may be subject, except for such violations, conflicts, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant that seeks to prevent the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer transactions contemplated herein or the Mergerin any Operative Agreement.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.5 have been obtained and all filings and obligations described in this Section 3.5 have been made, the execution and execution, delivery or performance of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a material benefit under, or result in the creation of any lien or other encumbrance Lien, 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 By-laws of the termsCompany, conditions (ii) any provision of the comparable charter or provisions organization documents of any of the Company's Subsidiaries, (iii) except as set forth in Section 3.5 of the Company Letter, any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license (including any of the Company Merchant Contracts) applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subject(including any of the Company Merchant Contracts), except for other than, in the case of clauses (iii) or (iv), any such violations, conflictsdefaults, breaches, terminations, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse Effectrights, or (iii) require any consentLiens that, approvalindividually or in the aggregate, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will would not have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby. No filing or registration with, or authorization, consent or approval of, any Governmental Entity, Card Association or any other Person is required by or 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 Merger, except (i) in connection, or in compliance, with the provisions of the HSR Act and 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 its Subsidiaries is qualified to do business, (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings, authorizations, orders and approvals as may be required to obtain the State Takeover Approvals, (v) applicable requirements, if any, of Blue Sky Laws or the MergerNew York Stock Exchange, (vi) as may be required under foreign laws, (vii) such filings, authorizations and approvals under the Change in Bank Control Act, (viii) such filings, authorizations and approvals under the Utah Statute, (ix) such filings, authorizations and approvals under Section 4 of the Bank Holding Company Act, and (x) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 have been obtained and all filings and obligations described in this Section 3.4 have been made, except as set forth in Section 3.4 of the Company Letter, the execution and delivery of this Agreement and the Holding Company Merger Agreement by the Company nor and the execution and delivery of the Bank Merger Agreement by Company Bank do not, and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof by the Company and the Company Bank will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained under, or result in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance Lien 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) the Organizational Documents of any of the termsCompany’s Subsidiaries, conditions (iii) any Company Contract or provisions of (iv) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement Order or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties or assets may be subjectassets, except for other than, in the case of clause (iii), any such violations, conflictsdefaults, breachesrights or Liens that would not, terminationsindividually or in the aggregate, accelerations or creations of liens or other encumbrances, which will not have a Material Adverse EffectEffect on the Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or thereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby or thereby. No filing or registration with, or (iii) require any consentauthorization, approval, authorization consent or permit approval of, or filing with or notification to, any Governmental EntityEntity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the Holding Company Merger Agreement by the Company or the Bank Merger Agreement by the Company Bank or is necessary for the consummation by the Company or the Company Bank of the Merger, the Holding Company Merger or the Bank Merger, as applicable and the other transactions contemplated by this Agreement, except for (AI) pursuant to the Specified Requisite Regulatory Approvals, (II) in connection, or in compliance, with the provisions of the Exchange Act, (BIII) with respect to the Merger and the Holding Company Merger, the filing a certificate of articles of merger pursuant with the Secretary of State of the State of Iowa and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to do business, (IV) with respect to the DGCLBank Merger, the filing of the articles of merger with the Secretary of State of the State of Iowa and Secretary of State of the State of South Dakota and appropriate documents with the relevant authorities of other states in which the Company Bank or any of its Subsidiaries is qualified to do business, (CV) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvalssuch filings, authorizations, permitsOrders and approvals as may be required to obtain the State Takeover Approvals, (VI) such filings as may be required in connection with the Taxes described in Section 5.7, (VII) compliance with applicable requirements of The NASDAQ Global Market (“NASDAQ”), (VIII) compliance with applicable requirements, if any, under foreign or notifications multinational Laws relating to antitrust and to competition clearances and (IX) such other consents, Orders, authorizations, registrations, declarations and filings the failure of which if not to be obtained or made will not would not, individually or in the aggregate, have a Material Adverse Effect on the Company or materially impair the ability of the Company or the Company Bank to perform its obligations hereunder or prevent or materially delay the consummation of any of the Offer transactions contemplated hereby by the Company or the MergerCompany Bank.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 or set forth in a disclosure letter making reference to this section, have been obtained and all filings and obligations described in this Section 3.4 have been made, the execution and delivery of this Agreement by the Company nor do not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or default or the loss of a material benefit (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, 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 Lien, upon any of the properties properties, assets or assets operations of the Company or any of its Subsidiaries under, under any provision of (i) the Amended and Restated Articles of Incorporation of the termsCompany (the "Articles of Incorporation"), conditions or provisions the Restated Bylaws of the Company, as amended (the "Company Bylaws"), (ii) any provision of the comparable charter or organization documents of any Subsidiary of the Company, (iii) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, license, lease, agreement lease or other instrument or obligationagreement, instrument, permit, concession, franchise, license, franchise or license applicable to the Company or any of its Subsidiaries or (iv) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any such Subsidiary or to which they of its Subsidiaries or any of their respective properties properties, assets or assets may be subjectoperations, except for other than, in the case of clauses (ii), (iii) or (iv), any such violations, conflictsdefaults, breacheslosses, terminationsrights or liens that, accelerations individually or creations of liens or other encumbrancesin the aggregate, which will would not reasonably be expected to have a 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. Except as set forth in a disclosure letter making reference to this section, no filing or registration with, or (iii) require any consentauthorization, approval, authorization consent or permit approval of, or filing with or notification to, any Governmental EntityEntity or any other person is required by or 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 Merger and the other transactions contemplated by this Agreement, except (Ai) pursuant to in connection, or in compliance, with the provisions of the HSR Act, the Securities Act and the Exchange Act, (Bii) filing a certificate in connection, or in compliance, with the provisions of merger pursuant the Articles of Merger with the Secretary of State of the State of Nevada and with the County Clerk of Tarrant County, Texas and appropriate documents with the relevant authorities of other states in which the Company or any of its Subsidiaries is qualified to the DGCLdo business, (Ciii) such filings and consents as may be required under any environmental, health or public or worker safety law or regulation pertaining to any notification, disclosure or required approval triggered by the Merger or by the transactions contemplated by this Agreement, (iv) such filings as may be required in connection with the taxes described in Section 5.11, (v) applicable requirements, if any, of Blue Sky Laws and the NYSE, (vi) as may be required under foreign laws, (vii) filings under with and approvals, consents, findings of suitability, registrations, licenses, permits, orders and authorizations in respect of the HSR Act Gaming Laws, (viii) for the requisite approval by the vote of the holders of the Company Common Stock and Convertible Preferred Stock in accordance with applicable law and the termination Articles of Incorporation and Bylaws of the waiting periods thereunder or Company, and (Dviii) such other consents, approvalsorders, authorizations, permitsregistrations, declarations and filings or notifications the failure of which if not to be obtained or made will made, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the Offer or the Mergertransactions contemplated hereby.

Consents and Approvals; No Violation. Neither Assuming that all consents, approvals, authorizations and other actions described in this Section 3.4 and in Section 3.17 have been obtained or taken and all filings and obligations described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, the execution and delivery of this Agreement by the Company nor does not, and the consummation by the Company of the transactions contemplated hereby and compliance with the provisions hereof and thereof will (i) conflict with or not, result in any breach or violation of any provision of the Certificate of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary of the Companyof, or (ii) constitute a default (with or an event which, with without notice or lapse of time time, or both, would constitute a default) under, or give rise to others a right of termination, cancellation or acceleration of any obligation contained or result in or to the loss of a benefit under, or result in the creation of any lien lien, security interest, charge or other encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries under, any provision of (a) the termsCompany Charter, conditions (b) any Material Contract, or provisions of (c) 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 such Subsidiary or to which they or any of their respective its properties or assets may be subjectexcept, except (A) with respect to clauses (b) and (c), for any such violations, conflictsdefaults, breaches, terminations, accelerations or creations of liens losses or other encumbrancesoccurrences which would not, which will not have a Material Adverse Effectindividually or in the aggregate, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect on the Company and (B) with respect to clause (b), those consents listed in Section 3.4(b) of the Company Letter. No filing or prevent registration with, or materially delay authorization, consent or approval of, any Governmental 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 Offer and the Merger and the other transactions contemplated by this Agreement, except (i) in connection, or in compliance, with the Mergerprovisions of the HSR Act, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Texas 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 under foreign antitrust or similar laws, (iv) under the Exchange Act, and (v) such other consents, orders, authorizations, registrations, declarations, approvals and filings the failure of which to be obtained or made would not 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. Neither Except for (i) filings required under the execution Securities Act of 1933, as amended (the "Securities Act"), the Securities and delivery Exchange Act of this Agreement 1934, as amended (the "Exchange Act"), (ii) the filing of a Pre-Merger Notification and Report Form by the Company nor under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), xxx/xx xxxxxxx xxlings or notices under similar xxxx xx Xxxxxx, xx xpplicable, (iii) the filing and recordation of appropriate merger documents as required by the BCL and, if applicable, the laws of other states in which the Company is qualified to do business, and (iv) filings under securities or blue sky laws or takeover statutes of the various states, no filing with, and no permit, authorization, consent or approval of, any public body or authority is necessary for the consummation by the Company of the transactions contemplated by this Agreement, the failure to make or obtain which is reasonably likely to have a material adverse effect on the ability of the Company to consummate the transactions contemplated hereby or on the business or financial condition of the Company and the Company Subsidiaries taken as a whole. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach or violation of any provision of the Certificate Articles of Incorporation or Bylaws (or other comparable organizational documents) of the Company or any Subsidiary By-Laws of the Company, or (ii) result in a violation or breach of, or 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 any right of termination, cancellation cancellation, loss of material benefits or acceleration of or give to any obligation contained Person any interest in or to the loss of a benefit under, or result in the creation of any lien or other encumbrance Lien upon any of the properties or assets of the Company or any of its Subsidiaries underthe Company Subsidiaries, any with or without notice or lapse of time, or both, under the Articles of Incorporation or By-Laws of the terms, conditions Company or provisions of any note, bond, mortgage, indenture, deed of trust, license, leasebenefit plan, agreement or other instrument or obligation, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable obligation to which the Company or any such Subsidiary of the Company Subsidiaries is a party or by which any of them or any of their properties or assets is bound or (iii) assuming the truth of the representations and warranties of the Parent and the Purchaser contained herein and their compliance with all agreements contained herein and assuming the due making or obtaining of all filings, permits, authorizations, consents and approvals referred to in the preceding sentence, violate any statute, rule, regulation, order, injunction, writ or decree of any public body or authority by which they the Company or any of the Company Subsidiaries or any of their respective assets or properties or assets may be subjectis bound, except for such excluding from the foregoing clauses (ii) and (iii) mortgages, leases and other agreements listed on Section 3.4 of the Company Disclosure Letter, and other conflicts, violations, conflicts, breaches, terminationsdefaults or rights which, accelerations either individually or creations of liens or other encumbrancesin the aggregate, which will are not reasonably likely to have a Company Material Adverse Effect, or (iii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (A) pursuant to the Exchange Act, (B) filing a certificate of merger pursuant to the DGCL, (C) filings under the HSR Act and the termination of the waiting periods thereunder or (D) consents, approvals, authorizations, permits, filings or notifications which if not obtained or made will not have a Material Adverse Effect or prevent or materially delay consummation of the Offer or the Merger.