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

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by the Company Stockholder and the consummation by the Company Stockholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws and (ii) none of the execution and delivery of this Agreement by the Company Stockholder, the consummation by the Company Stockholder of the transactions contemplated by this Agreement or compliance by the Company Stockholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of the Company Stockholder, (B) result in a violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which the Company Stockholder is a party or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the Company Stockholder, except, in the case of clauses (B) and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by the Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the Company Stockholder’s ability to perform its obligations hereunder.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Sections 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by the Company Stockholder and the consummation by the Company Stockholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws Agreement and (iib) none of the execution and delivery of this Agreement by the Company Stockholder, the consummation by the Company Stockholder of the transactions contemplated by this Agreement or compliance by the Company Stockholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of the Company Stockholder, (Bi) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a material default (or give rise to any third party right of termination, cancellation, amendment, amendment or acceleration) under any of the terms, conditions, conditions or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which the Company Stockholder is a party or (Cii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the Company Stockholder, except, except in the each case of under clauses (Bi) and (Cii), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by the ability of Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the to perform Company Stockholder’s ability to perform its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by the such Company Stockholder and the consummation by the such Company Stockholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws and (ii) none of the execution and delivery of this Agreement by the such Company Stockholder, the consummation by the such Company Stockholder of the transactions contemplated by this Agreement or compliance by the such Company Stockholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of the such Company Stockholder, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which the such Company Stockholder is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the such Company Stockholder, exceptexcept in each case under clauses (A), in the case of clauses (B) and (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by the ability of such Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the to perform such Company Stockholder’s ability to perform its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by the such Company Stockholder and the consummation by the such Company Stockholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws and (ii) none of the execution and delivery of this Agreement by the such Company Stockholder, the consummation by the such Company Stockholder of the transactions contemplated by this Agreement or compliance by the such Company Stockholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of the such Company Stockholder, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which the such Company Stockholder is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the such Company Stockholder, exceptexcept in each case under clauses (A), in the case of clauses (B) and (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by the ability of such Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the to perform such Company Stockholder’s ability to perform its obligations hereunder.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, including filings as may be required under applicable securities and antitrust laws) and any filing required under Sections 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by the Company Stockholder and the consummation performance by the Company Stockholder of the transactions contemplated by its obligations under this Agreement, except as may be required under applicable state or federal securities laws Agreement and (iib) none of the execution and delivery of this Agreement by the Company Stockholder, the consummation performance by the Company Stockholder of the transactions contemplated by its obligations under this Agreement or compliance by the Company Stockholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of the Company Stockholder, (Bi) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, amendment or acceleration) under any of the terms, conditions, conditions or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which the Company Stockholder is a party or (Cii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the Company Stockholder, except, except in the each case of under clauses (Bi) and (Cii), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent or materially impair, delay or impair adversely affect in any material respect the consummation by the ability of Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the to perform Company Stockholder’s ability to perform its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act), no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by the such Company Preferred Stockholder and the consummation by the such Company Preferred Stockholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws and (ii) none of the execution and delivery of this Agreement by the such Company Preferred Stockholder, the consummation by the such Company Preferred Stockholder of the transactions contemplated by this Agreement or compliance by the such Company Preferred Stockholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of the such Company Preferred Stockholder, (B) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which the such Company Preferred Stockholder is a party party, or (C) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the such Company Preferred Stockholder, exceptexcept in each case under clauses (A), in the case of clauses (B) and (C), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by the ability of such Company Preferred Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the to perform such Company Preferred Stockholder’s ability to perform its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange ActCompany 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 Stockholder Shareholder, performance by such Company Shareholder of its obligations hereunder and the consummation by the such Company Stockholder Shareholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws and (ii) none hereby. None of the execution and delivery of this Agreement by such Company Shareholder, the performance by such Company Stockholder, Shareholder of its obligations hereunder and the consummation by the such Company Stockholder Shareholder of the transactions contemplated by this Agreement hereby or compliance by the such Company Stockholder Shareholder with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the any organizational documents, if applicable, of the such Company StockholderShareholder, (Bii) 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 give rise to an event which, with or without notice or lapse of time, or both, would constitute a default) under or the loss of any third party benefit under, result in the termination of or a right of termination, cancellation, amendmenttermination or cancellation under, or acceleration) under acceleration of the performance required by, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind Contract to which the such Company Stockholder Shareholder is a party or by which such Company Shareholder or any of such Company Shareholder’s properties or assets may be bound or result in the creation of any Encumbrance, on any properties or assets of the Company Shareholder, or (Ciii) subject to compliance with filing requirements as may be required under applicable securities lawsLaws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation Law applicable to the such Company StockholderShareholder or any of such Company Shareholder’s properties or assets, except, except in the each case of under clauses (Bi), (ii) and (Ciii), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent impair or materially delay or impair adversely affect the consummation by the ability of such Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the Company Stockholder’s ability Shareholder to perform its such Company Shareholder’s obligations hereunder.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement and in the other schedules, exhibits or attachments thereto (including, without limitation, filings as may be required under applicable securities laws) and any filing filings required under Section 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by the Company Stockholder GeoEye and the consummation by the Company Stockholder GeoEye of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws and (iib) none of the execution and delivery of this Agreement by the Company StockholderGeoEye, the consummation by the Company Stockholder GeoEye of the transactions contemplated by this Agreement or compliance by the Company Stockholder GeoEye with any of the provisions of this Agreement shall (Ax) conflict with or result in any breach of the organizational documents, if applicable, documents of the Company StockholderGeoEye, (By) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind to which the Company Stockholder GeoEye is a party party, or (Cz) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the Company StockholderGeoEye, except, in the case of except under clauses (B) and (Cx), for matters that(y) or (z), individually where the absence of filing or in the aggregateauthorization, conflict, violation, breach, or default would not reasonably be expected to prevent materially impair or materially delay or impair adversely affect the consummation by the Company Stockholder ability of the transactions contemplated by this Agreement or otherwise adversely impact the Company Stockholder’s ability GeoEye to perform its obligations hereunderhereunder or under the Merger Agreement.

Consents and Approvals; No Violation. (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 under the Exchange Act, Act (i) no filing with, and no permit, authorization, consent, waiver, approval, authorization or approval permit of, any Governmental Authority is necessary for the execution of this Agreement execution, delivery and performance by the Company Stockholder of this Agreement and the consummation by the Company Stockholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws and (ii) none of the execution execution, delivery and delivery performance by the Company Stockholder of this Agreement by the Company Stockholder, and the consummation by the Company Stockholder of the transactions contemplated by this Agreement or compliance by the Company Stockholder with any of the provisions of this Agreement shall (A) if the Company Stockholder is a corporation, partnership or limited liability company, contravene, conflict with or result in any violation or breach of any provision of the organizational documents, if applicable, Organizational Documents of the Company Stockholder, (B) contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or Order, (C) require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, constitute a default under, or result in the termination or cancellation of, or constitute give to others any right to receive any payment, right to purchase (including any right of first refusal or right of first offer or the like) or any right of termination, vesting, amendment, modification, acceleration (including any acceleration payments) or cancellation (in each case, with or without notice or lapse of time, time or both) a default (or give rise to any third party right of termination, cancellation, amendment, or acceleration) under any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, or other instrument or obligation of any kind Contract to which the Company Stockholder or any other Subsidiary of Company Stockholder is a party party, or (C) subject to compliance with filing requirements as by which they or any of their respective properties or assets may be required under applicable securities lawsbound or affected, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the Company Stockholder, exceptwith such exceptions, in the case of each of clauses (B) and (C), for matters thatas have not had, individually or in the aggregate, and would not reasonably be expected to prevent or materially delay or impair the consummation by the Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the Company Stockholder’s ability to perform its obligations hereunderhave, a material adverse effect.

Consents and Approvals; No Violation. (i) Except 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 may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution Schedule 3.4 of this Agreement by the Company Stockholder and the consummation by the Company Stockholder of the transactions contemplated by this AgreementDisclosure Schedule, except as may be required under applicable state or federal securities laws and (ii) none of the execution and delivery of this Agreement by the Company StockholderTransaction Agreements do not, and the consummation by the Company Stockholder of the transactions contemplated by this Agreement or hereby and thereby and compliance by the Company Stockholder with any of the provisions of this Agreement shall (A) hereof and thereof will not, conflict with or with, result in any breach of the organizational documents, if applicable, of the Company Stockholder, (B) result in a violation or breach of, or constitute breach or default (with or without due notice or lapse of time, or both) a default (under, or give rise to any third party others a right of termination, cancellation, amendmentcancellation or acceleration of any obligation or the loss of any benefit under, or acceleration) under result in the creation of any lien, security interest, charge or encumbrance upon any of the termsproperties or assets of the Company under, conditionsany provision of (a) the Company Charter or Company By-Laws, (b) any loan or provisions of any credit agreement, note, bond, mortgage, indenturelease, license, indenture or other contract, commitment, arrangement, understanding, agreement, instrument, permit, concession, franchise or license applicable to the Company, (c) any license, permit or other instrument instrument, contract or obligation of any kind to which agreement granted by, or entered into with, the Company Stockholder is a party FDA or the DEA or (Cd) subject to compliance with filing requirements as may be required under applicable securities lawsany judgment, violate any order, writ, injunction, decree, judgment, statute, rulelaw, ordinance, rule or regulation applicable to the Company Stockholderor any of its properties or assets, exceptother than, in the case of clauses (B) and (Cb), for matters (c) or (d), any such conflicts, violations, breaches, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, or prevent or materially delay or impair the consummation by the Company Stockholder 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 this Agreement or otherwise adversely impact with respect to the Company Stockholder’s ability in connection with the execution, delivery and performance of the Transaction Agreements by the Company or is necessary for the consummation of the 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 perform its obligations hereunderdo 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 loss 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. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, including filings as may be required under applicable securities laws) and any filing required under Sections 13 or 16 under the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by the Company Stockholder and the consummation by the Company Stockholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws Agreement and (iib) none of the execution and delivery of this Agreement by the Company Stockholder, the consummation by the Company Stockholder of the transactions contemplated by this Agreement or compliance by the Company Stockholder with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents, if applicable, of the Company Stockholder, (Bi) result in a material violation or material breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any third party right of termination, cancellation, amendment, amendment or acceleration) under any of the terms, conditions, conditions or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which the Company Stockholder is a party or (Cii) subject to compliance with filing requirements as may be required under applicable securities laws, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to the Company Stockholder, except, except in the each case of under clauses (Bi) and (Cii), for matters thatwhere the absence of filing or authorization, individually conflict, violation, breach, or in the aggregate, default would not reasonably be expected to prevent or materially impair, delay or impair adversely affect the consummation by the ability of Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the to perform Company Stockholder’s ability to perform its obligations hereunder.

Consents and Approvals; No Violation. (i) Except as may be set forth provided in the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) and any filing required under the Exchange ActFinal Judgment, no filing or registration with, and no permit, authorization, consent, consent or approval of, any party, including any Governmental Authority Authority, is necessary for the execution of this Agreement by the Company Stockholder and the consummation by the Company Stockholder of the transactions contemplated by this Agreement. The Purchaser is advised, except as however, that the Permits are required to operate certain of the Assets, and the Permits currently held by the Company may not be assignable to the Purchaser and any Permits obtained by the Purchaser to operate and own the Assets may be required under applicable state on terms different or federal securities laws and (ii) none of even less favorable than those held by the Company. Except as set forth in the Final Judgment neither the execution and delivery of this Agreement by the Company StockholderAgreement, the consummation by the Company Stockholder of the transactions contemplated by this Agreement or compliance hereby, nor the complian6e by the Company Stockholder with any of the provisions hereof will, as of this Agreement shall the Time of Closing, (Ai) conflict with or result in any breach of the organizational documents, if applicable, any provision of the Company StockholderOrganizational Documents of the Company, (Bii) result in a violation or breach of, or constitute (with or without due notice or lapse of time, time or both) a default (or give rise to any third party right of termination, cancellation, amendment, cancellation or acceleration) under under, any of the terms, conditions, conditions or provisions of any note, contract, agreement, commitment, bond, mortgage, indenture, license, contractlease, commitment, arrangement, understanding, agreement, pledge agreement or other instrument or obligation of any kind to which the Company Stockholder is a party or (C) subject to compliance with filing requirements as by which the Company or any of its properties or assets may be required under applicable securities lawsbound, (iii) give rise to any lien, charge or other encumbrance on any of the Assets, or (iv) violate any law, regulation, judgment, order, writ, injunction, decree, judgment, statute, rule, injunction or regulation decree applicable to the Company Stockholderor any of the Assets; except in each case for breaches, exceptviolations, in the case of clauses (B) defaults, liens, charges or encumbrances as do not and (C), for matters that, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by the Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the Company Stockholder’s ability to perform its obligations hereunderresult in a Material Adverse Effect.

Consents and Approvals; No Violation. (ia) Except as may be set forth in the Merger Agreement (including, without limitation, for any filings as may be required under applicable securities laws) and any filing required under Section 13 or 16 of the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Body is necessary for the execution and delivery of this Agreement by the Company Stockholder Stockholder, the performance of the obligations hereunder and the consummation by the Company Stockholder of the transactions contemplated by this Agreement, except as may be required under applicable state or federal securities laws and (iib) none of the execution and delivery of this Agreement by the Company Stockholder, the performance of the obligations hereunder and the consummation by the Company Stockholder of the transactions contemplated by this Agreement or compliance by the Company Stockholder with any of the provisions of this Agreement shall will (Ai) violate, or conflict with with, or result in any a breach of the organizational documents, if applicable, of the Company Stockholder, (B) result in a violation or breach any provision of, or constitute a default (or an event which, with or without notice or lapse of timetime or both, would constitute a default) under, or both) result in the termination, cancellation, modification or acceleration or in a default (or give rise to any third party right of termination, cancellation, amendmentcancellation or modification of, or acceleration) under accelerate the performance required by, or result in the creation of any Encumbrance upon any of the termsmaterial properties, conditionsmaterial assets or material rights of the Stockholder under, or provisions of result in being declared void, voidable or without further binding effect, or otherwise result in a detriment to the Stockholder under, any material note, bond, mortgage, indenture, deed of trust, license, concession, franchise, permit, lease, sublease, contract, commitment, arrangement, understanding, agreement, joint venture or other instrument or obligation of any kind to which the Company Stockholder is a party party, or by which the Stockholder or any of the properties, assets or rights may be bound or affected; or (Cii) subject to compliance contravene or conflict with filing requirements as may be required under applicable securities lawsin any material respect or constitute a material violation of any provision of any law, violate any orderrule, writ, injunction, decreeregulation, judgment, statute, rule, order or regulation decree binding upon or applicable to the Company StockholderStockholder or by which the properties, except, in the case of clauses (B) and (C), for matters that, individually assets or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by the Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact the Company Stockholder’s ability to perform its obligations hereunderrights are bound.