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 Section 13 or 16 under the Exchange Act, 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 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 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 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 Company Stockholder, except, except for in the each case of under clauses (Bi) 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 the consummation by ability of the Company Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact to perform 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, 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 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. (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.

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 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.