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 each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (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 Parent, HoldCo or Merger Sub 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 Parent, HoldCo or Merger Sub, 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 Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective 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 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 each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (iib) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the organizational documents Parent, HoldCo of Parent or Merger Sub, (Bii) 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, or acceleration) under any of the terms, 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 Parent, HoldCo Parent or Merger Sub is a party or (Ciii) 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 Parent, HoldCo Parent or Merger Sub, except, except in the each case of under clauses (Bii) and or (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 materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or ability of each of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective 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 each of Parent, HoldCo Parent and Merger Acquisition Sub and the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub, the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Acquisition Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Acquisition Sub, (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 Parent, HoldCo Parent or Merger Acquisition Sub 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 Parent, HoldCo Parent or Merger Acquisition Sub, exceptexcept in each case under clauses (A), in the case of clauses (B) and or (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 effect the consummation by Parent, HoldCo or Merger ability of each of Parent and Acquisition Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective 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 each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Sub, (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 Parent, HoldCo Parent or Merger Sub 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 Parent, HoldCo Parent or Merger Sub, exceptexcept in each case under clauses (A), in the case of clauses (B) and or (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 effect the consummation by Parent, HoldCo or ability of each of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective 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 each of Parent, HoldCo Parent and Merger Acquisition Sub and the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub, the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Acquisition Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Acquisition Sub, (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 Parent, HoldCo Parent or Merger Acquisition Sub 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 Parent, HoldCo Parent or Merger Acquisition Sub, 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 Parent, HoldCo Parent or Merger Acquisition Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Acquisition Sub’s ability to perform their respective 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 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 each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (iib) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the organizational documents Parent, HoldCo of Parent or Merger Sub, (Bii) 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, 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 material Contract to which Parent, HoldCo Parent or Merger Sub is a party or (Ciii) 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 Parent, HoldCo Parent or Merger Sub, except, except in the each case of under clauses (Bii) and or (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 materially impair or materially delay or impair adversely affect in any material respect the consummation by Parent, HoldCo or ability of each of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective 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 the Exchange ActAgreement, 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 each of Parent, HoldCo Parent and Merger Sub, the performance by Parent or Merger Sub of their obligations hereunder and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (ii) none hereby. None of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the performance by Parent or Merger Sub of their obligations hereunder and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement hereby or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the any organizational documents Parent, HoldCo of Parent or Merger Sub, (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 Parent, HoldCo such Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their properties or assets may be bound or result in the creation of any Encumbrance, on any properties or assets of the Parent or Merger Sub, 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 Parent, HoldCo or Merger Sub, 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 Parent, HoldCo Parent or Merger Sub or any of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s such Parent or Merger Sub’s properties or assets, except in each case under clauses (i), (ii) or (iii), where the absence of filing or authorization, conflict, violation, breach, or default would not impair or adversely effect the ability of each of Parent and Merger Sub to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (ia) Except as may be set forth in Section 4.3(a) of the disclosure schedule delivered to the Company by Parent concurrently with the execution hereof (the "Parent Disclosure Schedule"), neither the execution, delivery and performance of this Agreement or the Stock Option Agreement by Parent or Sub nor the consummation by Parent or Sub of the Transactions contemplated hereby or thereby to be consummated by Parent or Sub will require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, other than (A) in connection with the applicable requirements of the HSR Act, (B) pursuant to the applicable requirements of the Exchange Act, (C) the filing of the Certificate of Merger Agreement pursuant to the DGCL and appropriate documents with the relevant authorities of other states in which Parent or Sub is authorized to do business, or (including, without limitation, filings D) as may be required under by any applicable state corporation, securities or "blue sky" laws or state takeover laws. Parent will use its reasonable best efforts to obtain and deliver to the Company executed counterpart copies of all consents referred to in the preceding sentence prior to consummation of the Offer. (b) Neither the execution, delivery 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 performance of this Agreement or the Stock Option Agreement by each of Parent, HoldCo and Merger Parent or Sub and nor the consummation by each of Parent, HoldCo and Merger Parent or Sub of the transactions contemplated by this Agreement and Transactions will (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of any provision of the organizational documents ParentCertificate of Incorporation or the By-Laws of either Parent or Sub; (ii) subject to obtaining the required third party consents set forth in Section 4.3(a) of the Parent Disclosure Schedule, HoldCo or Merger Sub, (B) 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 accelerationacceleration or Lien or other charge or encumbrance) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, agreement or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub is a party or (C) subject to compliance with filing requirements as by which either of them or any of their respective assets may be required under applicable securities lawsbound; or (iii) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 4.3(a) hereof are duly and timely obtained or made, violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation in effect as of the date of this Agreement and applicable to ParentParent or Sub or any of their respective assets, HoldCo or Merger Sub, except, in excluding from the case of foregoing clauses (Bii) and (C)iii) such violations, for matters thatbreaches or defaults (or rights of termination, cancellation or acceleration or Liens or other charges or encumbrances) which would not, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhave a Parent Material Adverse Effect.

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, (i) no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority Entity is necessary for the execution of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub and the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub, the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Acquisition Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Acquisition Sub, (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 Parent, HoldCo Parent or Merger Acquisition Sub 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 Parent, HoldCo Parent or Merger Acquisition Sub, except, except in the each case of under clauses (B) i), and (Cii), for matters thatwhere the absence of such filing or authorization, individually or in the aggregateconflict, violation, breach, or default would not reasonably be expected to prevent or materially delay or impair have a material adverse effect on the consummation by Parent, HoldCo or Merger ability of each of Parent and Acquisition Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective 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 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 each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the The execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger SubSub does not, and the consummation performance of this Agreement by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parentwill not, HoldCo and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or violate any provision of the Parent Charter or Parent Bylaws or any equivalent organizational documents of any of its Subsidiaries (including Merger Sub), (ii) conflict with or violate any law applicable to Parent or any of its Subsidiaries or by which any property or asset of Parent or any of its Subsidiaries is bound or affected, or (iii) require any consent or approval under, result in any breach of the organizational documents Parentor any loss of any benefit under, HoldCo constitute a change of control or Merger Sub, default (B) result in a violation or breach of, or constitute (an event which with or without notice or lapse of timetime or both would become a default) under, or both) a default (or give rise to others any third party right of termination, cancellationvesting, amendment, acceleration or acceleration) under cancellation of, or result in the creation of a lien or other Encumbrance on any property or asset of Parent or any of the termsits Subsidiaries pursuant to, conditionsany Contract, or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement, Parent Permit or other instrument or obligation of any kind to which Parent, HoldCo or Merger Sub 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 Parent, HoldCo or Merger Sub, except, in the case of with respect to clauses (Bii) and (Ciii), for matters thatany such conflicts, violations, consents, approvals, breaches, losses, defaults or other occurrences which would not, individually or in the aggregate, would not reasonably be expected to prevent or materially delay or impair the consummation have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent, HoldCo or each of Parent and Merger Sub does not, and the performance of this Agreement by each of Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or any other person, except under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Securities Act, applicable blue sky laws, and the filing and recordation of the transactions contemplated Articles of Merger as required by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderNevada Law.

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 each of Parent, HoldCo Buyer and Merger Sub and the consummation by each of Parent, HoldCo Buyer and Merger Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Buyer and Merger Sub, the consummation by each of Parent, HoldCo Buyer and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Buyer and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Buyer or Merger Sub, (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 Parent, HoldCo Buyer or Merger Sub 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 Parent, HoldCo Buyer or Merger Sub, exceptexcept in each case under clauses (A), in the case of clauses (B) and or (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 effect the consummation by Parent, HoldCo or ability of each of Buyer and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective its obligations hereunder.

Consents and Approvals; No Violation. (a) Except: (i) Except as may for the filing of the Certificate of Merger with the Delaware Secretary of State; and (ii) for any filings required to be set forth in made pursuant to the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) HSR Act and any filing other Antitrust Laws (all of the foregoing, the “Parent Required Governmental Approvals”), none of Parent or Merger Sub is required under the Exchange Actto give any notice to, no make any filing with, and no permit, or obtain any authorization, consent, or approval of, of any Governmental Authority is necessary for or other Person in connection with the execution execution, delivery and performance by Parent or Merger Sub of this Agreement by each or any of Parent, HoldCo and Merger Sub and the Ancillary Agreements to which any of them is a party or the consummation of the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (ii) none the Ancillary Agreements to which any of the execution them is a party, and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement hereby and thereby, does not: (i) violate or compliance by each of Parent, HoldCo and Merger Sub conflict with any provision of the provisions articles of this Agreement shall (A) conflict with incorporation, bylaws or result in any breach other governing documents of the organizational documents Parent, HoldCo Parent or Merger Sub; (ii) assuming the Parent Required Governmental Approvals are obtained or made, as the case may be, violate any Law or Order to which Parent or Merger Sub is subject; or (Biii) conflict with, result in a breach or violation of, constitute a default under, require a consent or breach waiver under, result in the acceleration of, or constitute (with create in any party the right to accelerate, terminate, modify or without notice or lapse of timecancel, 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 Parent, HoldCo Parent or Merger Sub 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 Parent, HoldCo or Merger Sub, 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 Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderparty.

Consents and Approvals; No Violation. (a) Except: (i) Except as may for the filing of the Agreement of Merger with the California Secretary of State and the Certificate of Merger with the Delaware Secretary of State; (ii) for any filings required to be set forth made pursuant to the HSR Act (all of the foregoing, the “Parent Required Governmental Approvals”); and (iii) post-Closing notice to the United States Directorate of Defense Trade Controls to update the Holdings’ International Traffic in Arms registration to add the Company, none of Parent or Merger Agreement (includingSub is required to give any notice to, without limitation, filings as may be required under applicable securities laws) and make any filing required under the Exchange Act, no filing with, and no permit, or obtain any authorization, consent, or approval of, of any Governmental Authority is necessary for or other Person in connection with the execution execution, delivery and performance by Holdings, Parent or Merger Sub of this Agreement by each or any of Parent, HoldCo and Merger Sub and the Ancillary Agreements to which any of them is a party or the consummation of the transactions contemplated hereby and thereby. (b) Assuming the Parent Required Governmental Approvals are obtained or made, as the case may be, the execution, delivery and performance by each of ParentHoldings, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (ii) none the Ancillary Agreements to which any of the execution them is a party, and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement hereby and thereby, does not: (i) violate or compliance by each of Parent, HoldCo and Merger Sub conflict with any of the provisions of this Agreement shall (A) conflict with or result in any breach provision of the organizational or governing documents Parentof Holdings, HoldCo Parent or Merger Sub; (ii) violate any Law or Order to which Holdings, Parent or Merger Sub is subject; or (Biii) conflict with, result in a violation or breach of, or constitute (with or without notice or lapse of timea default under, result in the acceleration of, or both) a default (create in any party the right to accelerate, terminate, modify or give rise to cancel, 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 ParentHoldings, HoldCo Parent or Merger Sub 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 Parent, HoldCo or Merger Sub, 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 Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderparty.

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 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 each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the The execution and delivery of this Agreement and the Shareholder Agreements and Triton Voting Agreements by each of ParentTriton, HoldCo Holdco, Bermuda Sub and Merger Delaware Sub, as the case may be, does not, and the performance by Triton, Holdco, Bermuda Sub and Delaware Sub of this Agreement and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parenthereby will not, HoldCo and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach violation of the organizational governing documents Parentof Triton, HoldCo or Merger Holdco, Bermuda Sub and Delaware Sub, (Bii) assuming compliance with Section 5.7(b), conflict with or violate any Law or Order applicable to Triton, Holdco, Bermuda Sub, Delaware Sub and any of their Subsidiaries or (iii) result in a violation or any breach of, or constitute a default (or an event that with or without notice or lapse of timetime or both would constitute a default) under, or result in the creation of any Lien (other than a Permitted Lien) upon any property or assets of Triton, Holdco, Bermuda Sub, Delaware Sub or any of their Subsidiaries pursuant to, or result in the amendment, termination, cancellation or acceleration (whether after the giving of notice or the 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 right or obligation of Triton, Holdco, Bermuda Sub, Delaware Sub or any kind of their Subsidiaries under, any Contract to which ParentTriton, HoldCo or Merger Holdco, Bermuda Sub, Delaware Sub and any of their Subsidiaries 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 Parent, HoldCo or Merger Subparty, except, in the case of clauses (Bii) and (Ciii), for matters thatsuch conflicts, violations, breaches or defaults that have not had, and would not be reasonably expected to have, individually or in the aggregate, a Triton Material Adverse Effect. (b) The execution and delivery of this Agreement and the Shareholder Agreements and Triton Voting Agreements by Triton, Holdco, Bermuda Sub and Delaware Sub, as the case may be, does not, and the performance by Triton, Holdco, Bermuda Sub and Delaware Sub of this Agreement and the Shareholder Agreements and Triton Voting Agreements and the consummation of the transactions contemplated hereby and thereby will not, require Triton, Holdco, Bermuda Sub and Delaware Sub to obtain any Consent from any Governmental Entity, other than (i) any Consents as may be required under the Securities Act, the Exchange Act or the rules and regulations of the NYSE, including the filing with the SEC of the Proxy Statement and Form S-4, (ii) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State and the taking of the actions set forth in Section 6.4 and in the first sentence of Section 2.3, (iii) compliance with the applicable requirements, if any, of the HSR Act and any required Consents in any jurisdiction under any Merger Control Law and (iv) those Consents, the failure of which to be obtained or made would not reasonably be expected to prevent have, individually or materially delay or impair in the consummation by Parentaggregate, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereundera Triton Material Adverse Effect.

Consents and Approvals; No Violation. (a) Except for (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 each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement Certificate of Merger with the Secretary of State of the State of Delaware, and (ii) none as otherwise set forth on Schedule 5A.3, no filing or registration with, no notice to, or consent or ------------- approval of any third party, including, but not limited to, any Governmental Authority, creditor or other Person in a contractual relationship with Magellan, is necessary in connection with the execution and delivery of this Agreement by each of Parent, HoldCo and Merger SubMagellan, the performance of its obligations hereunder, or the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by hereby. (b) Except as set forth on Schedule 5A.3, the execution and delivery of ------------- this Agreement Agreement, the consummation of the transactions contemplated hereby, or the compliance by each of Parent, HoldCo and Merger Sub Magellan with any of the provisions of this Agreement shall hereof will not (Ai) conflict with or result in violate any breach provision of the organizational documents Parent, HoldCo or Merger Sub, any Organizational Document of Magellan; (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 Parent, HoldCo Magellan or Merger Sub any subsidiary of Magellan is a party or by which Magellan or any subsidiary of Magellan or any of their respective properties or assets may be bound; (Ciii) subject violate or conflict with any provision of any Governmental Authorization or Legal Requirement binding upon Magellan or any Subsidiary of Magellan; or (iv) result in, or require, the creation or imposition of, any lien, mortgage, pledge, security interest or other encumbrance upon or with respect to compliance with filing requirements any of the properties or assets now owned or used by Magellan or any Subsidiary of Magellan, except as may be required under applicable securities lawsin connection with the assumption by Magellan of the indebtedness of the Company, violate any orderand, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo or Merger Sub, except, except in the case instances of clauses (Bii), (iii) and (C), for matters that, individually or in the aggregate, iv) as would not reasonably be expected to prevent have a Material Adverse Effect on Magellan or materially delay or impair the consummation by Parent, HoldCo or Merger Sub ability of Magellan to consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderAgreement.

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 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 each of Parent, HoldCo Parent and Merger Sub and the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (iib) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Sub with any of the provisions of this Agreement shall (Ai) conflict with or result in any breach of the organizational documents Parent, HoldCo of Parent or Merger Sub, (Bii) 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, 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 material Contract to which Parent, HoldCo Parent or Merger Sub is a party or (Ciii) 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 Parent, HoldCo Parent or Merger Sub, except, except in the each case of under clauses (Bii) and or (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 materially impair or materially delay or impair adversely affect the consummation by Parent, HoldCo or ability of each of Parent and Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective 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 each of Parent, HoldCo Parent and Merger Acquisition Sub and the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement Agreement, and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Parent and Merger Acquisition Sub, the consummation by each of Parent, HoldCo Parent and Merger Acquisition Sub of the transactions contemplated by this Agreement or compliance by each of Parent, HoldCo Parent and Merger Acquisition Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of the organizational documents Parent, HoldCo Parent or Merger Acquisition Sub, (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 Parent, HoldCo Parent or Merger Acquisition Sub 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 Parent, HoldCo Parent or Merger Acquisition Sub, except, except in the each case of under clauses (B) and or (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 effect the consummation by Parent, HoldCo or Merger ability of each of Parent and Acquisition Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their its respective obligations hereunder.

Consents and Approvals; No Violation. (a) Except: (i) Except as may for the filing of the Certificate of Merger with the California Secretary of State; and (ii) for any filings required to be set forth in made pursuant to the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) HSR Act and any filing other Antitrust Laws (all of the foregoing, the “Parent Required Governmental Approvals”), none of Parent or Merger Sub is required under the Exchange Actto give any material notice to, no make any material filing with, and no permit, or obtain any material authorization, consent, or approval of, of any Governmental Authority is necessary for in connection with the execution execution, delivery and performance by Parent or Merger Sub of this Agreement by each or any of Parent, HoldCo and Merger Sub and the Ancillary Agreements to which either of them is a party or the consummation of the transactions contemplated hereby and thereby. (b) Assuming the Parent Required Governmental Approvals are given, made or obtained, as the case may be, the execution, delivery and performance by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement and (ii) none the Ancillary Agreements to which either of the execution them is a party, and delivery of this Agreement by each of Parent, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement hereby and thereby, does not: (i) violate or compliance by each of Parent, HoldCo and Merger Sub conflict with any provision of the provisions articles of this Agreement shall (A) conflict with incorporation, certificate of incorporation, articles of formation, certificate of formation, bylaws, operating agreement, limited liability company agreement or result in any breach other governing documents of the organizational documents Parent, HoldCo Parent or Merger Sub; (ii) violate any Law or Order to which Parent or Merger Sub is subject; or (iii) require the consent of, (B) notice to or other action by any Person under, materially conflict with, result in a material violation or breach of, or any loss of any material benefit under, constitute (with a material default under, result in the acceleration or without notice or lapse of timetermination of, or both) a default (create in any party the right to accelerate, terminate, modify or give rise to any third party right of termination, cancellation, amendmentcancel, or acceleration) under result in the creation of a Lien upon, 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 Parent, HoldCo Parent or Merger Sub 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 Parent, HoldCo or Merger Sub, 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 Parent, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderparty.

Consents and Approvals; No Violation. (a) Except for (i) Except as may be set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable by the HSR Act, (ii) filings required pursuant to federal and state securities lawslaws and regulations of the New York Stock Exchange, Inc., (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware (the filings and any filing required under approvals referred to in clauses (i) through (iii) are collectively referred to as the Exchange Act"Parent Required Statutory Approvals"), and (iv) as otherwise set forth on ----------------------------------- Schedule 5.4, no filing or registration with, and no permit, authorization, consentnotice to, or consent or ------------ approval ofof any third party, including, but not limited to, any Governmental Authority Authority, creditor or other Person in a contractual relationship with Parent, is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of in connection with the execution and delivery of this Agreement by each of Parent, HoldCo and Merger Subthe performance of its obligations hereunder, or the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by hereby. (b) Except as set forth on Schedule 5.4, the execution and delivery of this Agreement ------------ Agreement, the consummation of the transactions contemplated hereby, or the compliance by each of Parent, HoldCo and Merger Sub Parent with any of the provisions of this Agreement shall hereof will not (Ai) conflict with or result in violate any breach provision of the organizational documents any Organizational Document of Parent, HoldCo or Merger Sub, ; (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 Parent, HoldCo Parent or Merger Sub any Subsidiary of Parent is a party or by which Parent or any Subsidiary of Parent or any of their respective properties or assets may be bound; (Ciii) subject violate or conflict with any provision of any Governmental Authorization or Legal Requirement binding upon Parent or any Subsidiary of Parent; or (iv) result in, or require, the creation or imposition of, any lien, mortgage, pledge, security interest or other encumbrance upon or with respect to compliance with filing requirements any of the properties or assets now owned or used by Parent or any Subsidiary of Parent, except as may be required under applicable securities lawsin connection with the assumption by Magellan of the indebtedness of the Company, violate any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo or Merger Sub, except, and except in the case instances of clauses (Bii), (iii) and (C), for matters that, individually or in the aggregate, iv) as would not reasonably be expected to prevent have a Material Adverse Effect on Parent or materially delay or impair the consummation by Parent, HoldCo or Merger Sub ability of Parent to consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderAgreement.

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 each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub Section 2.4 of the transactions contemplated by this Agreement and (ii) none of Parent Letter, the execution and delivery of this Agreement by each of Parentdo not, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement or hereby and compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or hereof will not, result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without 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 a material 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 Parent or any of its Subsidiaries under, conditionsany provision of (i) the Parent Charter or the Parent Bylaws or the Certificate of Incorporation or Bylaws of Sub, (ii) any provision of the comparable charter or provisions organization documents of any of Parent's Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, lease or other agreement, instrument, permit, concession, franchise or other instrument license applicable to Parent or obligation any of any kind to which Parent, HoldCo or Merger Sub is a party its Subsidiaries or (Civ) subject to compliance with filing requirements as may be required under applicable securities lawsany judgment, violate any order, writ, injunction, decree, judgment, statute, rule10 17 law, ordinance, rule or regulation applicable to ParentParent or any of its Subsidiaries or any of their respective properties or assets, HoldCo or Merger Sub, exceptother than, in the case of clauses (B) and (Cii), for matters (iii) or (iv), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not reasonably be expected to prevent or have a Material Adverse Effect on Parent, materially delay or impair the consummation by Parent, HoldCo ability of Parent or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderhereunder or prevent the consummation of any of the transactions contemplated hereby. 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 Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement by Parent or Sub or is necessary for the consummation of the Merger and the other transactions contemplated by this Agreement, except for (i) in connection, or in compliance, with the provisions of the Bank Holding Company Act of 1956, as amended (the "Bank Act"), 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) such filings as may be required in connection with the taxes described in Section 5.10, (iv) applicable requirements, if any, of state securities or "blue sky" laws ("Blue Sky Laws") and Nasdaq, and (v) 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 Parent, materially impair the ability of Parent or Sub to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violation. (i) Except Assuming that all consents, approvals, authorizations and other actions described in this Section 2.3 have been obtained and all filings and obligations described in this Section 2.3 have been made, and except as may be set forth in Section 2.3 of the Merger Agreement (including, without limitation, filings as may be required under applicable securities laws) letter dated and any filing required under delivered to the Exchange Act, no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for Company on the execution date of this Agreement by each of ParentAgreement, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by which letter relates to this Agreement and is designated the Parent Letter (ii) none of the “Parent Letter”), the execution and delivery of this Agreement by each of Parentdoes not, HoldCo and Merger Sub, the consummation by each of Parent, HoldCo Parent and Merger Sub of the transactions contemplated by this Agreement or Transactions and compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or hereof will not, result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute default (with or without notice or lapse of time, or both) a default (or give rise to under any third party right of termination, cancellation, amendmentprovision of, or acceleration) under the acceleration of any of the terms, conditionsobligation under, or provisions the termination or material alteration of (a) the Certificate of Incorporation or By-laws of Parent or the Certificate of Incorporation or By-laws of Sub, (b) any loan or credit agreement, note, bond, mortgage, indenture, lease, license, contractinstrument, commitmentpermit, arrangementconcession, understanding, agreement, franchise or other instrument agreement applicable to Parent or obligation any of any kind to which Parent, HoldCo or Merger Sub is a party its Subsidiaries or (Cc) 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 Law applicable to ParentParent or any of its Subsidiaries or any of their respective properties or assets, HoldCo or Merger Sub, exceptother than, in the case of clauses (Bb) and or (Cc), for matters thatany such violations, defaults, rights, liens, security interests, charges or encumbrances that would not reasonably be expected to have, individually or in the aggregate, would not reasonably be expected to prevent or a Material Adverse Effect on Parent, materially delay or impair the consummation by Parent, HoldCo ability of Parent or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunder.hereunder or prevent the consummation of any of the Transactions. The execution, delivery and performance by Parent and Sub of this Agreement and the consummation by Parent and Sub of the Transactions require no action by or in respect of, or filing with, any domestic (federal or state), foreign or supranational court, commission, governmental body, regulatory agency, authority or tribunal (a

Consents and Approvals; No Violation. (ia) Except as may be Assuming the truth and accuracy of the representations and warranties set forth in the Merger Agreement (including, without limitation, filings as may be required under applicable securities lawsSection 3.04(a) and any filing required under the Exchange ActSection 4.06(a), no filing with, and no permit, authorization, consent, or approval of, any Governmental Authority is necessary for the execution of this Agreement by each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of the execution and delivery of this Agreement by each of Parent, HoldCo Merger Sub 1 and Merger SubSub 2, and the consummation Ancillary Agreements to which it is a party, do not, and the performance by each of Parent, HoldCo Merger Sub 1 and Merger Sub 2 of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated by this Agreement or compliance hereby and thereby by each of Parent, HoldCo Merger Sub 1 and Merger Sub 2 will not, require Parent, Merger Sub 1 or Merger Sub 2 to obtain any Consent of any Governmental Authority or any other Person, except (i) for compliance with any the applicable requirements, if any, of the provisions HSR Act, (ii) for the filing of the Blocker Certificate of Merger and the Company Certificate of Merger with the Secretary of State of the State of Delaware, (iii) for the Consents set forth in Parent Schedule 5.07, (iv) for Consents that are required solely by reason of the Company’s or Blocker’s (as opposed to any other Person’s) participation in the transactions contemplated hereby (which Consents shall be solely the responsibility of Company and the Blocker) and (v) for those Consents, the failure of which to be obtained or made would not reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. (b) The execution and delivery of this Agreement shall by each of Parent, Merger Sub 1 and Merger Sub 2, and the Ancillary Agreements to which it is a party, do not, and the performance of this Agreement and such Ancillary Agreements by each of Parent, Merger Sub 1 and Merger Sub 2 and the consummation of the transactions contemplated hereby and thereby by Parent, Merger Sub 1 and Merger Sub 2 will not (Ai) conflict with or violate in any material respect the Organizational Documents of Parent, Merger Sub 1 or Merger Sub 2, (ii) assuming receipt of the Consents of Governmental Authorities referred to in Section 5.07(a), conflict with or violate any Law or Order applicable to Parent, Merger Sub 1 or Merger Sub 2, (iii) result in any breach of the organizational documents Parent, HoldCo or Merger Sub, (B) result in a violation or breach of, or constitute a default (or an event that with or without notice or lapse of timetime or both would constitute a default) under, 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 material Contract to which Parent, HoldCo Merger Sub 1 or Merger Sub 2 is a party or (Civ) subject to compliance with filing requirements as may be required under applicable securities lawsresult in the termination, violate revocation or material impairment of any order, writ, injunction, decree, judgment, statute, rule, or regulation applicable to Parent, HoldCo or Merger SubPermit, except, in the case of clauses (B) and (Cii), (iii) or (iv) above, for matters thatsuch conflicts, individually violations, breaches or in the aggregate, defaults that would not reasonably be expected to prevent or materially delay or impair the consummation by Parentbe material to Parent and its Subsidiaries, HoldCo or Merger Sub of the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereundertaken as a whole.

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 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 each of Parent, HoldCo and Merger Sub and the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement and (ii) none of Neither the execution and delivery of this Agreement by each of Parent, HoldCo and Parent or Merger Sub, Sub nor the consummation by each of Parent, HoldCo and Merger Sub of the transactions contemplated by this Agreement hereby, including the Merger, will (i) violate or compliance by each of Parent, HoldCo and Merger Sub with any of the provisions of this Agreement shall (A) conflict with or result in any breach of any provision of the organizational documents Parentcertificate of incorporation or articles of incorporation, HoldCo as the case may be, or the respective bylaws of Parent or Merger Sub, (Bii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law, (iii) violate or conflict with, or result in a violation or breach of any provision of, or constitute (with require any consent, waiver or without notice approval or lapse of time, or both) result in a default (or give rise to any third party right of termination, cancellation, amendmentmodification or acceleration (or an event that, with the giving of notice, the passage of time or accelerationotherwise, would constitute a default or give rise to any such right) under any of the terms, conditions, conditions or provisions of any note, bond, mortgage, indenturelease, license, agreement, contract, commitment, arrangement, understanding, agreement, indenture or other instrument or obligation of any kind to which Parent, HoldCo Parent or Merger Sub is a party or (C) subject to compliance with filing requirements as by which Parent or Merger Sub or any of its or their respective properties or assets may be required under applicable securities lawsbound, or (iv) violate any order, writ, injunction, decree, judgment, statute, rule, rule or regulation applicable to Parent, HoldCo Parent or Merger SubSub or by which any of its or any of their respective assets are bound, except, except in the case of clauses (Bii) through (iv), which would not prevent or materially delay consummation of the transactions contemplated hereby. (b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby and thereby, including the Merger, by each of Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) the pre-merger notification requirements under the HSR Act, (ii) the applicable requirements of the Exchange Act, (iii) the filing of the Articles of Merger with the Nevada and Delaware Secretaries of State and (C)iv) any such consent, for matters thatapproval, individually authorization, permit, filing, or in notification the aggregate, failure of which to make or obtain would not prevent or materially delay consummation of the transactions contemplated hereby. Neither Parent nor Merger Sub is aware of any fact, event or circumstance relating to Parent or Merger Sub that would reasonably be expected to prevent or materially delay the receipt of any consent, approval, authorization or impair the consummation by Parent, HoldCo or Merger Sub permit of any Governmental Entity required pursuant to Article VI to consummate the transactions contemplated by this Agreement or otherwise adversely impact Parent’s, HoldCo’s or Merger Sub’s ability to perform their respective obligations hereunderAgreement.