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

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and or Merger Sub, the consummation by Parent and or Merger Sub of the Mergers or any other Transaction transactions contemplated hereby or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (ai) violate, conflict with or result in any breach of any provision of the Parent Governing DocumentsCertificate of Incorporation, the Merger Sub Governing Documents Bylaws or the comparable similar organizational or governing documents of any Parent Subsidiaryor Merger Sub, (bii) require any filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (iA) compliance with any applicable requirements of the Exchange Act and Securities Act, including with respect to the registration of Stock Consideration, (iiB) any filings as may be required under the MGCL DGCL in connection with the Mergers and the other TransactionsMerger, (iiiC) the filing with the SEC of (1) the Form S-4 and (2) such filings reports under applicable requirements of the Securities Act, the Exchange Act and state securities and "blue sky" laws, as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergerstransactions contemplated hereby, (D) any filings with or approvals of the NASDAQ Stock Market or (ivE) such any filings as may be required in connection with state and local transfer Taxes)the applicable requirements of the HSR Act or under the antitrust or competition Laws of applicable foreign jurisdictions, (ciii) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach ofof or the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any Encumbrance on the assets and properties of the Parent or any Subsidiary under, any of the terms, conditions or provisions of any Contract to which the Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the them or any of their respective properties or assets of Parent, may be bound or (eiv) assuming that all consents, approvals, authorizations and other actions described in subsection (ii) have been obtained and all filings and obligations in subsection (ii) have been made or complied with, conflict with or violate any order, writ, injunction, decree or Law applicable to Parent the Parent, any Subsidiary or any of its their respective properties or assets; , except in each the case of clauses (cii) or (d)iii) where (x) any failure to obtain such permits, as would not have authorizations, consents or reasonably be expected approvals, (y) any failure to have make such filings or (z) any such violations, breaches, defaults or Encumbrances could not, individually or in the aggregate, a reasonably be expected to impair in any material respect the ability of each of Parent Material Adverse Effectand Merger Sub to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent and Merger SubSub do not, and the performance by Parent and Sub of this Agreement and the consummation by Parent and Merger Sub of the Mergers or transactions contemplated hereby will not, (i) violate any other Transaction or compliance by Parent and Merger Sub with any provision of the provisions articles of this Agreement will association (astatuten), as last amended on August 2, 2010 of Parent or the memorandum of association or bye-laws of Sub, as currently in effect, (ii) violateassuming compliance with the matters referred to in Section 5.3(iv)(A)-(D), and subject to obtaining the Parent Shareholder Approval as described in Section 5.17, require any consent by any Person under, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of under any Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party, (d) party or by which any of them or any of their properties or assets is bound or result in the creation of any Lien in or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties, rights or assets of Parent or Sub, (iii) violate any Law applicable to Parent, any of its Subsidiaries or any of their properties or assets or (iv) other than in connection with or compliance with (A) the Laws of ParentBermuda (including the completion of the Statutory Merger Formalities), (B) the HSR Act and other Antitrust Laws, (C) Nasdaq Rules and listing standards and (D) the Exchange Act, require on the part of Parent or Sub any filing or registration with or notification to, or (e) violate require Parent to obtain any orderauthorization, writconsent or approval of, injunctionany Governmental Entity, decree or Law applicable to Parent or any of its properties or assets; except in each the case of clauses (c) or (dii), as (iii) and (iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger SubPurchaser, the consummation by Parent and Merger Sub Purchaser of the Mergers or any other Transaction Transactions or compliance by Parent and Merger Sub or Purchaser with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiaryor Purchaser, (b) require any filing by Parent, Merger Sub Parent or any Parent Subsidiary Purchaser with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL DGCL in connection with the Mergers and the other TransactionsMerger, (iii) such filings filings, permits, authorizations, consents and approvals as may be required under the rules HSR Act and regulations the filings and the receipt, termination or expiration, as applicable of such other approvals, permits or waiting periods required under any other applicable antitrust, competition, merger control or similar law or (iv) the filing with the SEC of (x) the Schedule TO, (y) the Proxy Statement, if stockholder approval is required by applicable law, and (z) such reports under Section 13(a) of the NYSE Exchange Act as may be required in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state Offer and local transfer Taxesthe Merger), (c) accelerate the performance required by, by its terms result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (under, impair Parent's or Purchaser's rights or alter the rights or obligations of any third party under, or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) underacceleration of, or result in the creation of a Lien on any of the properties or assets of Parent or Purchaser pursuant to, any of the terms, conditions or provisions of any Contract note, bond, mortgage, lien, indenture, lease, license, contract or agreement, or other instrument or obligation to which Parent or any Parent Subsidiary Purchaser is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the them or any of their respective properties or assets of Parent, is bound or (ed) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent or Purchaser, any of its their Subsidiaries, or any of their properties or assets; , except in each the case of clauses clause (b) or (c) such violations, breaches or (d)defaults which would not, as would not have or reasonably be expected to have individually or in the aggregate, a impair in any material respect the ability of each Parent Material Adverse Effector Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of the Transactions.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by each of Parent or Merger Sub and delivery of the Plan of Merger by Merger Sub, the consummation by each of Parent and or Merger Sub of the Mergers Merger or any other of the Transaction or compliance by each of Parent and or Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the memorandum and articles of association of either Parent Governing Documents, the or Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, Sub; (b) require any filing by Parent, either Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (Entity, except for (i) compliance with any applicable requirements of the Securities Act and the Exchange Act, including with respect to the registration of Stock Consideration, ; (ii) any the filing of the Plan of Merger and related documentation with the Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act; (iii) such filings with the SEC as may be required under the MGCL to be made by either Parent or Merger Sub in connection with the Mergers this Agreement and the other TransactionsMerger, including the filing of the Schedule 13E-3, which shall incorporate by reference the Proxy Statement, and the filing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3; (iiiiv) such filings as may be required under the rules and regulations of the NYSE Nasdaq in connection with this Agreement or the Merger; and the Mergers, or (ivv) such filings as may be required in connection with state and local transfer Taxes), ; (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary Merger Sub is a party, ; or (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree Order or Law applicable to Parent Parent, Merger Sub or any of its properties their respective properties, assets or assetsoperations; except in each of clauses (b), (c) or (d)) where (A) any failure to obtain such permits, as would not have authorizations, consents or reasonably be expected approvals; (B) any failure to have make such filings; or (C) any such modifications, violations, rights, impositions, breaches or defaults, individually or in the aggregate, a has not had and would not reasonably be expected to prevent, materially delay or materially impede or impair the ability of each of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other Transactions. Merger Sub has not created any fixed or floating security interests that are outstanding as of the date of this Agreement.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Subor the Purchaser, the consummation by Parent and Merger Sub or the Purchaser of the Mergers or any other Transaction Transactions, or compliance by Parent and Merger Sub or the Purchaser with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the organizational documents of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational Articles of Incorporation or governing documents Bylaws of any Parent Subsidiarythe Purchaser, (b) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent, Merger Sub Parent or any Parent Subsidiary the Purchaser with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other TransactionsDGCL, (iii) the filing with the SEC and the New York Stock Exchange of (A) the Schedule TO, (B) the Proxy Statement, if the Company Stockholder Approval is required by Law and (C) such filings reports under Section 13(a) of the Exchange Act as may be required under the rules and regulations of the NYSE in connection with this Agreement and the MergersTransactions, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with state the applicable requirements of the HSR Act, or (d) conflict with or violate and local transfer Taxes)Law applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) accelerate the performance required bysuch violations, result in any terminationbreaches or defaults which would not, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a impair in any material respect the ability of each of Parent Material Adverse Effectand the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent and Merger SubSubsidiary does not, and the consummation by Parent and Merger Sub Subsidiary of the Mergers or any other Transaction or Transactions and the compliance by Parent and Merger Sub Subsidiary with any of the applicable provisions of this Agreement will not: (a) violate, violate or conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents certificate of incorporation or the comparable organizational bylaws of Parent or governing documents of any Parent Merger Subsidiary, ; (b) require any filing by ParentGovernmental Approval, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with the filing by Parent of a pre-merger notification and report form under the HSR Act and the expiration or termination of any applicable requirements of waiting periods under the Exchange HSR Act, including (ii) Governmental Approvals with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and all other filings as may be required with the appropriate Governmental Entities under the rules DGCL and regulations of the NYSE in connection with this Agreement other applicable Law, and the Mergers, or (iv) such filings as may other Government Approvals which, if not obtained, would not reasonably be required expected to prevent or materially delay the ability of the Parent or Merger Subsidiary to perform in connection with state and local transfer Taxes), all material respects their obligations under this Agreement; (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss breach of benefit under, violation or breach of, or constitute a material default (or an event that with or without notice or lapse of time or bothboth would become a default) a default (under, or give rise to any right, including, but not limited to, others any right of termination, amendment, acceleration or cancellation of, or acceleration) give rise to a loss of any benefit or right to which Parent or Merger Subsidiary is entitled under, any of the terms, conditions or provisions provision of any material Contract to which Parent or any Parent Merger Subsidiary is are a party, (d) result in the creation of except for any Lien such conflict, violation, breach, default, loss, right or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as occurrence that would not have or reasonably be expected to prevent or materially delay the ability of Parent or Merger Subsidiary to perform in all material respects their obligations under this Agreement; (d) assuming that all Governmental Approvals set forth in Section 5.3(b) have individually been obtained and all filings described in Section 5.3(b) have been made, violate or conflict with any Laws applicable to Parent, Merger Subsidiary or by which any of their properties or assets may be bound, except for such violations or conflicts that would not reasonably be expected to prevent or materially delay the ability of the Parent or Merger Subsidiary to perform in the aggregate, a Parent Material Adverse Effectall material respects their obligations under this Agreement.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by the Parent and Merger SubPurchaser, the consummation by Parent and Merger Sub Purchaser of the Mergers Transactions or compliance by the Parent or Purchaser or any other Transaction or compliance by Subsidiary of Parent and Merger Sub with any of the provisions of this Agreement will (ai) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiaryor Purchaser, (bii) assuming the accuracy of all information regarding the Company heretofore provided to Parent, require any filing by Parent, Merger Sub the Parent or any Parent Subsidiary Purchaser with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (iA) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (iiB) any filings as may be required under the MGCL GBCC in connection with the Mergers and the other TransactionsMerger, (iiiC) such filings filings, permits, authorizations, consents and approvals as may be required under the HSR Act, the EC Merger Regulation and the antitrust, merger control, competition, foreign investment or similar laws or regulations of Canada, Turkey and other non-U.S. jurisdictions, or (D) any filings required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes)NYSE, (ciii) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, lien, indenture, lease, license, contract, understanding or agreement, or other instrument or obligation to which Parent Parent, Purchaser or any Parent Subsidiary of their Subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the respective properties or assets of Parent, them is bound or (eiv) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent or any of its Subsidiaries, or any of their properties or assets; , except in each the case of clauses (c) or (dii), (iii) and (iv) as would not have or reasonably be expected to have not, individually or in the aggregate, a impair in any material respect the ability of each of Parent Material Adverse Effector Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of the Transactions.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent the Company does not, and Merger Sub, the consummation by Parent and Merger Sub the Company of the Mergers or any other Transaction or Transactions and the compliance by Parent and Merger Sub the Company with any of the applicable provisions of this Agreement will not: (a) violateassuming the approval of the Company Stockholders described in Section 4.23 is obtained, violate or conflict with or result in any breach of any provision of the Parent Governing DocumentsAmended and Restated Certificate of Incorporation, as amended, or the Merger Sub Governing Documents Bylaws of the Company or the comparable organizational or governing documents of any Parent Subsidiary, of its Subsidiaries; (b) require any filing by ParentGovernmental Approval, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with the filing by the Company of a pre-merger notification and report form under the HSR Act and the expiration or termination of any applicable requirements of waiting periods under the Exchange HSR Act, including with respect to the registration of Stock Consideration, (ii) any filings the filing with the SEC of (A) the Proxy Statement, and (B) such reports, schedules or materials under the Exchange Act as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the MergersTransactions, (iii) the Governmental Approvals set forth in Section 4.4(b) of the Company Disclosure Letter, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and all other filings with appropriate Governmental Entities under the DGCL and other applicable Law, and (v) Government Approvals which, if not obtained, would not reasonably be expected to (A) prevent or materially delay the ability of the Company to perform in all material respects its obligations under this Agreement, or (ivB) such filings as may be required result, individually or in connection with state and local transfer Taxes)the aggregate, in a Company Material Adverse Effect; (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss breach of benefit under, violation or breach of, or constitute a material default (or an event that with or without notice or lapse of time or bothboth would become a default) a default (under, or give rise to any right, including, but not limited to, others any right of termination, amendment, acceleration or cancellation of, or acceleration) under, any of the terms, conditions or provisions give rise to a loss of any Contract benefit to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent Company or any of its properties Subsidiaries is entitled under any provision of any Company Material Contract, except for any such conflict, violation, breach, default, loss, right or assets; except in each of clauses (c) or (d), as other occurrence that would not have or reasonably be expected to have (i) prevent or materially delay the ability of the Company to perform in all material respects its obligations under this Agreement, or (ii) result, individually or in the aggregate, in a Parent Company Material Adverse Effect; or (d) assuming that all Governmental Approvals set forth in Section 4.4(b) of the Company Disclosure Letter have been obtained and all filings described in Section 4.4(b) have been made, violate or conflict with any Law applicable to the Company or any of its Subsidiaries or by which any of their properties or assets may be bound, except such violations or conflicts that would not reasonably be expected to (i) prevent or materially delay the ability of the Company to perform in all material respects its obligations under this Agreement, or (ii) result, individually or in the aggregate, in a Company Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement or the Contribution Agreement and the Transactions by Parent, Parent Operating Partnership and Merger Sub, the consummation by Parent, Parent Operating Partnership and Merger Sub of the Mergers Merger, the Manager Contribution or any of the other Transaction Transactions or compliance by Parent, Parent Operating Partnership and Merger Sub with any of the provisions of this Agreement or the Manager Contribution will (a) violatecontravene, conflict with or result in any breach of any provision of the Parent Governing Documents, Parent OP Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL or the DLLCA in connection with the Mergers and the other TransactionsMerger, (iii) such filings with the SEC as may be required to be made by Parent, including a proxy statement in preliminary and definitive form relating to the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”), (iv) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and Agreement, the Mergers, Merger or the Manager Contribution or (ivvi) such filings as may be required in connection with state and local transfer Transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation breach of or modification ofany loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or loss of benefit underresult in a modification, or violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract Parent Material Contract, Parent Lease or Parent Residential Lease, (d) violate any Order or Law applicable to which Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiary is a partyor any of their respective properties, assets or operations or (de) result in the creation or imposition of any Lien or other encumbrance (other than a Parent Permitted Lien) upon on any of the respective properties or assets asset of Parent, or (e) violate any orderParent Operating Partnership, writ, injunction, decree or Law applicable to Parent Merger Sub or any of its properties or assetsParent Subsidiaries; except in each of clauses (b), (c), (d) or (d)e) above where (A) any failure to obtain such permits, as authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had, and would not have or reasonably be expected to have individually or in the aggregatehave, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by any Parent and Merger SubParty, the consummation by any Parent and Merger Sub Party of the Mergers Merger or any of the other Transaction Transactions or compliance by any Parent and Merger Sub Party with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents memorandum and articles of association or the comparable other equivalent organizational or governing documents of any Parent SubsidiaryParty, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary Party with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any the filing of the Plan of Merger and related documentation with the Registrar of Companies and the publication of notification of the Merger in the Cayman Islands Government Gazette, (iii) such filings with the SEC as may be required under the MGCL to be made by any Parent Party in connection with the Mergers this Agreement and the other TransactionsMerger, including the Schedule 13E-3, or (iiivi) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and or the Mergers, or (iv) such filings as may be required in connection with state and local transfer TaxesMerger), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary Party is a party, or (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to the Parent Parties or any of its properties their respective properties, assets or assetsoperations; except in each of clauses (b), (c) or (d)) where (A) any failure to obtain such permits, as authorizations, consents or approvals, (B) any failure to make such filings, or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not have or reasonably be expected to have to, individually or in the aggregate, a Parent Material Adverse Effectdelay or prevent the consummation of the Transactions on or prior to the Outside Date.

Consents and Approvals; No Violations. None The execution and delivery by each of the execution, delivery or performance Parent and Sub of this Agreement by Parent do not, and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or transactions contemplated hereby and compliance by Parent and Merger Sub with any of the provisions of this Agreement hereof will (a) violatenot, conflict with with, or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Lien upon or right of first refusal with respect to any of the properties or assets of either Parent or Sub under, (i) any provision of the certificate of incorporation or by-laws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent SubsidiarySub, (bii) require any filing by Parentloan or credit agreement, Merger note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise or license applicable to Parent or Sub or (iii) assuming all the consents, filings and registrations referred to in the next sentence are obtained and made, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent Subsidiary or Sub (or any of their affiliates) or any of its properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses or liens, that, individually or in the aggregate, would not reasonably be expected to prevent or result in a material delay of the consummation of the transactions contemplated hereby. No filing or registration with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity is required by or with respect to Parent or Sub (or any of their affiliates) 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) compliance with any applicable requirements of the Exchange Actfilings, including with respect if any, pursuant to the registration of Stock ConsiderationHSR Act, (ii) any such filings with, and orders of, the FCC as may be required under the MGCL in connection with the Mergers and the other TransactionsCommunications Act, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such filings as may be required under with Governmental Entities to satisfy the rules and regulations applicable requirements of the NYSE in connection with this Agreement and the Mergersstate securities or "blue sky" laws, or (ivv) such filings as may be required in connection with state statutory provisions and local regulations relating to real property transfer Taxes)gains taxes and real property transfer taxes, and (cvi) accelerate such other consents, approvals, orders, authorizations, registrations, declarations and filings the performance required byfailure of which to be obtained or made would not, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, reasonably be expected to prevent or result in a Parent Material Adverse Effectmaterial delay of the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent and Merger Subthe Sub does not, and the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement Transactions will (a) violatenot conflict with, conflict with or result in any breach violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or the Sub under, (i) any provision of the certificate of incorporation or bylaws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent SubsidiarySub, (bii) require any filing contract, agreement, note, mortgage, indenture, lease, franchise, license, permit, judgment or order to which Parent or the Sub is a party or by Parentwhich any of their respective properties or assets are bound, Merger or (iii) assuming all the consents, filings and registrations referred to in the next sentence are made and obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or the Sub or any Parent Subsidiary of their respective properties or assets, other than, in the case of clause (ii) or (iii), any such violations, defaults, rights, losses, Liens or failure to make or obtain any such consents, filings or registrations, that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent. No filing or registration with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including Authority is required by or with respect to Parent or the registration of Stock Consideration, (ii) any filings as may be required under the MGCL Sub in connection with the Mergers execution and delivery of this Agreement by Parent or the other Sub or is necessary for the consummation of Transactions, except (iiia) such filings as may be required under in connection, or in compliance, with the rules and regulations provisions of the NYSE HSR Act, (b) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and appropriate documents with the relevant Governmental Entities of other states in connection with this Agreement and which Parent or the MergersSub is qualified to do business, (c) State Takeover Approvals or state securities or "blue sky" laws, (ivd) such filings as may be required in connection with state and local transfer Taxes)the taxes described in Section 6.14, (ce) accelerate such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions laws of any Contract to foreign country in which Parent or the Sub conducts any Parent Subsidiary is a party, (d) result in the creation of business or owns any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties property or assets and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of Parentwhich to be obtained or made would not, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement or the Voting Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers Merger or any other Transaction transaction contemplated hereby or compliance by Parent and Merger Sub with any of the provisions of this Agreement or the Voting Agreement will (a) violate, conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or similar governing documents) of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational certificate of incorporation or governing documents bylaws of any Parent SubsidiaryMerger Sub, (b) require any filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity Authority (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL DGCL in connection with the Mergers and the other TransactionsMerger, (iii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by Parent or Merger Sub in connection with this Agreement and the Merger or (v) such filings as may be required under the rules and regulations of the NYSE NASDAQ in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer TaxesMerger), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract material contract, commitment or arrangement (whether written or oral) to which Parent or any Parent Subsidiary Merger Sub is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon by which they or any of the their respective properties or assets of Parentmay be bound or affected, or (ed) violate any order, writ, injunction, decree or Applicable Law applicable to Parent or Merger Sub or any of its their respective properties or assets; except in each of clauses (b), (c) and (d) where (i) any failure to obtain such permits, authorizations, consents or approvals, (ii) any failure to make such filings or (d)iii) any such modifications, as violations, rights, breaches or defaults have not had and would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger SubParent, the consummation by Parent and Merger Sub of the Mergers Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Significant Subsidiary, (b) require any filing by Parent, Merger Sub Parent or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the LLC Act, the MRL and the MGCL in connection with the Mergers Merger and the other Transactionsclassification of Parent Series A Preferred Shares, (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable foreign competition Law or applicable foreign investment Law, (iv) such filings with the SEC as may be required to be made by Parent in connection with this Agreement and the Merger, including the Joint Proxy Statement and the Form S-4, (v) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and or the MergersMerger, or (ivvi) such filings as may be required in connection with state and local transfer Taxes), or (vii) any applicable foreign or state securities or “blue sky” Laws and the rules and regulations thereunder, (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent Material Contract, or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree Order or Law applicable to Parent, any Parent Subsidiary or any of its properties their respective properties, assets or assetsoperations; except in each of clauses (b), (c) or (d)) where (x) any failure to obtain such permits, as authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse EffectEffect or have a material adverse effect on the ability of Parent to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger SubSohu Game or Parent, the consummation by Sohu Game or Parent and Merger Sub of the Mergers Merger or any of the other Transaction Transactions or compliance by Sohu Game or Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents memorandum and articles of association of Sohu Game or the comparable organizational or governing documents of any Parent Subsidiary, Parent; (b) require any filing by Parent, Merger Sub Sohu Game or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, ; (ii) any filings the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Law; (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable Competition Law; (iv) such filings with the MGCL SEC as may be required to be made by Sohu Game and Parent in connection with the Mergers this Agreement and the other TransactionsMerger, including the filing of the Schedule 13E-3; (iiiv) such filings as may be required under the rules and regulations of the NYSE NASDAQ in connection with this Agreement and or the Mergers, Merger; or (ivvi) such filings as may be required in connection with state and local transfer Taxestaxes), ; (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract agreement to which Sohu Game or Parent or any Parent Subsidiary is a party, ; or (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree Order or Law applicable to Sohu Game, Parent or any of its properties their respective properties, assets or assetsoperations; except in each of clauses (b), (c) or (d)) where (A) any failure to obtain such permits, as authorizations, consents or approvals; (B) any failure to make such filings; or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not have or reasonably be expected to have to, individually or in the aggregate, a prevent, materially delay or materially impede or impair the ability of Sohu Game and Parent Material Adverse Effectto consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. None of the execution, delivery or delivery, and performance by the Unit Holder of this Agreement by Parent and Merger SubAgreement, the consummation by Parent and Merger Sub the Unit Holder of the Mergers transactions contemplated hereby (the “Transactions”), or any other Transaction or the compliance by Parent and Merger Sub the Unit Holder with any of the provisions of this Agreement hereof will (ai) violate, conflict with or result in violate any breach of any provision of the Parent Governing Documentslaw applicable to, the Merger Sub Governing Documents binding upon or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary withenforceable against such Unit Holder, or by which the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock ConsiderationUnits held by such Unit Holder are bound, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or an event which would, with the passage of time, or giving of notice or both, constitute a default) under, require any consent of any person pursuant to, give rise to any right, including, but not limited to, any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or acceleration) penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any persons or otherwise adversely affect such Unit Holder’s rights under, any of the termscontract, conditions lease, agreement, permit or provisions of any Contract other instrument to which Parent or any Parent Subsidiary such Unit Holder is a partyparty (other than the Operating Agreement), or (diii) result in the creation or imposition of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of ParentUnits held by such Unit Holder, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each the cases of clauses (ci) and (ii) for any such conflicts, violations, breaches, defaults, terminations, amendments, modifications, accelerations, cancellations, fees, penalties, rights, or (d)other adverse consequences that, as would not have or reasonably be expected to have individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effectmaterial adverse effect on the Transactions. The Unit Holder is not required to file, seek or obtain any consent, authorization, order, permit, waiver or approval of, or declaration or filing with, or notification to, any governmental entity, in connection with the execution, delivery and performance by such Unit Holder of this Agreement or the consummation of the Transactions.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and or Merger Sub, the consummation by Parent and or Merger Sub of the Mergers or any other Transaction transactions contemplated hereby or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (a) violate, conflict with or result in any breach of any provision of the organizational documents of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational Articles of Incorporation or governing documents Bylaws of any Parent SubsidiaryMerger Sub, (b) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL PBCL in connection with the Mergers and the other TransactionsMerger, (iii) the filing with the SEC and the New York Stock Exchange of (A) the Proxy Statement and (B) such filings reports under Section 13(a) of the Exchange Act as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergerstransactions contemplated hereby, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with state and local transfer Taxesthe applicable requirements of the HSR Act or under the antitrust or competition Laws of applicable European Union jurisdictions), or (d) conflict with or violate any Law applicable to Parent, any of its Subsidiaries, or any of their properties or assets, except in the case of clause (b) or (c) accelerate the performance required bysuch violations, result in any terminationbreaches or defaults which would not, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of either Parent or Merger Sub to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated hereby (a “Parent Material Adverse Effect”), or prevent or materially delay the consummation of any the transactions contemplated hereby.

Consents and Approvals; No Violations. None of Except for filings, permits, authorizations, consents and approvals as may be required under the DGCL, and except for the filings required to consummate the Merger and any required Form 8-K, neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, Acquisition Sub nor the consummation by the Parent and Merger Acquisition Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will transactions contemplated hereby will: (ai) violate, conflict with or result in any breach of any provision of the Articles of Incorporation or bylaws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent SubsidiaryAcquisition Sub, (bii) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not reasonably be expected to have a material adverse effect on Parent or Acquisition Sub or prevent or materially delay the consummation of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other TransactionsMerger), (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or any Parent Subsidiary Acquisition Sub is a party, (d) result in party or by which the creation of any Lien Parent or other encumbrance (other than a Parent Permitted Lien) upon any of the Acquisition Sub or their respective properties or assets of Parent, may be bound; or (eiv) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent or Acquisition Sub or any of its their respective properties or assets; , except in each the case of clauses (ciii) or (d)iv) for violations, as would breaches or defaults that could not have or reasonably be expected to have individually a material adverse effect on Parent or in Acquisition Sub or prevent or materially delay the aggregate, a Parent Material Adverse Effectconsummation of the Merger.

Consents and Approvals; No Violations. None of the execution, (a) The execution and delivery or performance of this Agreement by Parent Nalco does not and Merger Sub, the consummation by Parent and Merger Sub Nalco of the Mergers transactions contemplated by this Agreement will not (i) conflict with any provisions of the Constituent Documents of Nalco or any other Transaction material Nalco Subsidiary, (ii) violate any Law or Order (assuming compliance with the matters set forth in Section 4.6(b) and that the Nalco Stockholder Approval is obtained), (iii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any Contract, (iv) result in the creation or imposition of any Lien upon any properties or assets of Nalco or any Nalco Subsidiary or (v) cause the suspension or revocation of any Nalco Permit, except, in the case of clauses (ii), (iii), (iv) and (v), any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Nalco Material Adverse Effect. (b) No clearance, consent, approval, order, waiver, license or authorization of or from, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority is required to be made or obtained by Parent and Merger Sub Nalco or any Nalco Subsidiary in connection with any of the provisions execution or delivery of this Agreement will (a) violate, conflict with by Nalco or result in any breach of any provision the consummation by Nalco of the Parent Governing Documentstransactions contemplated by this Agreement, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance by Nalco with the HSR Act and any required filings or notifications under any other applicable requirements Competition Laws, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, (iii) the filing with the SEC of the Joint Proxy Statement/Prospectus in accordance with Regulation 14A promulgated under the Exchange Act, including the Form S-4 and such reports under and such other compliance with respect to the registration of Stock Consideration, (ii) any filings Exchange Act and the Securities Act as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergerstransactions contemplated by this Agreement, or (iv) such filings as may be required compliance with the securities or “blue sky” laws of various states in connection with state and local transfer Taxes)the issuance of the Merger Consideration, (cv) accelerate compliance with the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise NYSE rules and regulations to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any permit the consummation of the terms, conditions or provisions Merger and the listing of any Contract to which Parent or any Parent Subsidiary is a partythe Merger Consideration, (dvi) result in consent, approvals or filings under any state property transfer law (including the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of ParentNew Jersey Industrial Site Recovery Act, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.N.J.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers Merger or any of the other Transaction Transactions or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or similar governing documents) of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents certificate of any Parent Subsidiaryincorporation and bylaws of Merger Sub, (b) require any filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity Authority (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL DGCL in connection with the Mergers and the other TransactionsMerger, (iii) filings, permits, authorizations, waiting period terminations or expirations, consents and approvals as may be required under the HSR Act and any other Required Governmental Approvals, (iv) such filings with the SEC as may be required to be made by Parent or Merger Sub in connection with this Agreement and the Merger or (v) such filings as may be required under the rules and regulations of the NYSE NASDAQ in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer TaxesMerger), (c) accelerate the performance required by, automatically result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract contract, commitment or arrangement (whether written or oral) to which Parent Parent, Merger Sub or any other Subsidiary of Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon by which they or any of the their respective properties or assets of Parentmay be bound or affected, or (ed) violate any order, writ, injunction, decree Order or Applicable Law applicable to Parent or Merger Sub or any of its their respective properties or assets; except in each of clauses (b), (c) or (d)) where (i) any failure to obtain such permits, as authorizations, consents or approvals, (ii) any failure to make such filings or (iii) any such modifications, violations, rights, breaches or defaults have not had and would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result Except for (i) the consents and approvals set forth in any breach of any provision Section 5.3(a) of the Parent Governing DocumentsDisclosure Schedule, (ii) the filing of the Schedule 13E-3, (iii) the filing of the Certificate of Merger with the Secretary of State and (iv) such other filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Merger Sub Governing Documents AML (all of the foregoing collectively, the “Parent Required Governmental Approvals”), no consent or the comparable organizational approval of, or governing documents of filing, declaration or registration with, any Parent Subsidiary, (b) require any filing Governmental Entity which has not been received or made is required to be obtained by or made by Parent, Merger Sub or any other Affiliate of Parent Subsidiary with, or for the obtaining consummation by each of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements Parent and Merger Sub of the Exchange ActTransactions to be consummated by it, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties such consents, approvals, filings, declarations or assets of Parentregistrations that, if not obtained or (e) violate any ordermade, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have constitute, individually or in the aggregate, a Parent Material Adverse Effect. (b) None of the execution and delivery by Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the Transactions to be consummated by it, and compliance by Parent and Merger Sub with any of the terms and provisions of this Agreement, will (i) violate any provision of the Certificate of Incorporation or By-Laws (or similar organizational documents with different names) of Parent or Merger Sub or (ii) assuming that the Parent Required Governmental Approvals are received or made, as the case may be, prior to the Effective Time, (x) violate any Law applicable to Parent or Merger Sub or any of their respective properties or assets or (y) violate, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party, or by which either of them or any of their respective properties or assets may be bound or affected, except, in the case of clause (ii) above, for such violations, losses of benefits, defaults, events, terminations, rights of termination or cancellation, accelerations or Lien creations as would not constitute, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky Laws, the HSR Act, the filing and acceptance for record of the executionCertificate of Merger as required by the DGCL, delivery and such other filings, permits, authorizations, consents and approvals which, if not obtained or performance of this Agreement by made, are not reasonably expected to have a Material Adverse Effect on Parent and Merger Subits subsidiaries taken as a whole, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict no filing with or result in any breach of any provision of the Parent Governing Documentsnotice to, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any and no permit, authorization, consent or approval of, any Governmental Entity (except is necessary for (i) compliance with any applicable requirements the execution and delivery by Parent or Merger Sub of this Agreement or the Option Agreement or the consummation by Parent or Merger Sub of the Exchange Acttransactions contemplated hereby or thereby. The execution, including with respect to the registration delivery, and performance of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, Option Agreement by Parent or (iv) such filings as may be required in connection with state Merger Sub and local transfer Taxes), (c) accelerate the performance required by, consummation by Parent or Merger Sub of the transactions contemplated hereby and thereby will not result in any terminationviolation of or conflict with, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute a default under (with or without due notice or lapse of time or both) a default (), require any consent, waiver or give rise to notice under any rightterm of, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation reduction or loss of any Lien benefit or the creation or acceleration of any right or obligation under, (i) the respective certificate of incorporation or bylaws of Parent or Merger Sub, (ii) any agreement, note, bond, mortgage, indenture, contract, lease, permit or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties obligation or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.right to

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and or the Merger Sub, the consummation by Parent and or the Merger Sub of the Mergers Merger or any the other Transaction Transactions, or compliance by Parent and or the Merger Sub with any of the provisions of this Agreement will hereof will: (a) violate, conflict with or result in any breach of any provision of the organizational documents of Parent Governing Documentsor the Certificate of Incorporation or Bylaws of the Merger Sub; (b) subject to making the filings and obtaining the authorizations, consents, approvals and reviews set forth in Section 4.3(c), conflict with or violate any federal, state, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, order, judgment, injunction, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated or implemented by any Governmental Entity applicable to Parent or the Merger Sub, or any of their properties or assets; (c) require any registration or filing by Parent or the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of require any action, permit, authorization, consent consent, approval of or approval ofreview by, any third party or any Governmental Entity (except for Entity, other than (i) compliance with any applicable requirements of the Exchange Actfilings, including with respect to the registration of Stock Considerationpermits, (ii) any filings authorizations, consents and approvals as may be required under the MGCL HSR Act and in connection with the Mergers and the other Transactionsrespect of comparable provisions under applicable pre-merger notification laws or regulations of foreign jurisdictions, (iiiii) such filings as may be required under the rules and regulations compliance with applicable requirements of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings Exchange Act as may be required in connection with state this Agreement, and local transfer Taxes), (ciii) accelerate the performance required by, Banking Regulatory Approvals; (d) violate or result in any termination, cancellation or modification the violation of, conflict with or loss result in a breach of benefit under, violation or breach any provisions of, constitute a default (or constitute (an event which, with or without notice or lapse of time or both) , would constitute a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or accelerationdefault) under, result in the termination of, accelerate the performance required by or result in a right of termination or acceleration, result in the loss of a material benefit under or result in the creation of any Encumbrance upon any of its properties or assets, under any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or its contractual obligations; or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each the case of clauses (b), (c) or (d)) where any failure to obtain such consents, as approvals or notices, or where such violations, conflicts, breaches or defaults would not have or reasonably be expected to have individually or in the aggregate, aggregate have a material adverse effect on the ability of Parent Material Adverse Effectand the Merger Sub to consummate the Merger contemplated hereby.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Merger Sub and delivery of the Plan of Merger by Merger Sub, the consummation by Parent and or Merger Sub of the Mergers Merger or any of the other Transaction Transactions or compliance by Parent and or Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the memorandum and articles of association of Parent Governing Documents, the or Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, Sub; (b) require any filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (Entity, except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, ; (ii) any the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Law; (iii) such filings with the SEC as may be required under the MGCL to be made by Parent and Merger Sub in connection with the Mergers this Agreement and the other Transactions, including the filing of the Schedule 13E-3; (iiiiv) such filings as may be required under the rules and regulations of the NYSE NASDAQ in connection with this Agreement and or the Mergers, Transactions; or (ivv) such filings as may be required in connection with state and local transfer Taxes), ; (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract agreement to which Parent or any Parent Subsidiary Merger Sub is a party, ; or (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree Order or Law applicable to Parent Parent, Merger Sub or any of its properties their respective properties, assets or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effectoperations.

Consents and Approvals; No Violations. None Except for applicable requirements of the executionHart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), xx xxxxxx xxxx, and no permit, authorization, xxxxxxx xx xxxxxxxx of, any public body or authority is necessary for the consummation by the Acquiror of the transactions contemplated by this Agreement. Neither the execution and delivery or performance of this Agreement by Parent and Merger Sub, the Acquiror nor the consummation by Parent and Merger Sub the Acquiror of the Mergers or any other Transaction or transactions contemplated hereby, nor compliance by Parent and Merger Sub the Acquiror with any of the provisions hereof, will require any consent or approval of any third party, or result in a violation or breach of, or conflict with or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any note, bond, indenture, mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment or any order, judgment or decree to which, the Acquiror is a party or by which the Acquiror or any of its assets or properties are bound or encumbered, except (a) those that have already been given, obtained or filed, or (b) such consents, approvals, violations, breaches, conflicts, or defaults which would not, individually or in the aggregate, have a material adverse effect on the Acquiror. Neither the execution and delivery of this Agreement by the Acquiror, nor the consummation by the Acquiror of the transactions contemplated hereby, nor compliance by the Acquiror with any of the provisions hereof, will (ai) violate, conflict with or result in any breach of any provision provisions of the Parent Governing Documents, Certificate of Incorporation or Bylaws of the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary withAcquiror, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result violate in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to material respect any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any orderexisting Order, writ, injunction, decree statute or Law Regulation applicable to Parent the Acquiror or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None (a) Except for (i) compliance with the applicable requirements of the Securities Act and the Exchange Act, (ii) compliance with the rules and regulations of NASDAQ, (iii) the filing of the Certificate of Merger, (iv) obtaining the Parent Required Approvals, and (v) such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain would not have a Parent Material Adverse Effect, neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, Sub nor the consummation by Parent and Merger Sub them of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement Transactions will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary registration with, notification to, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity Entity. (except for b) Neither the execution, delivery or performance of this Agreement by Parent and Merger Sub nor the consummation by them of the Transactions will (i) compliance with violate any applicable requirements provision of the Exchange Act, including with respect to the registration certificate of Stock Considerationincorporation or bylaws (or equivalent organizational documents) of Parent or Merger Sub, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent Parent, Merger Sub or any Parent Subsidiary of its Subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the them or any of their respective properties or assets of Parent, may be bound or (eiii) violate any order, writ, injunction, decree or Law applicable to Parent Parent, Merger Sub or any of its Subsidiaries or any of their respective properties or assets; except in each the case of clauses (cii) and (iii) for such violations, breaches, defaults, terminations, cancellations or (d), as accelerations that would not have or be reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None (a) Except (i) as set forth in Schedule 4.3(a) of the executiondisclosure schedule being delivered by the Buyer to the Sellers concurrently herewith (the “Buyer Disclosure Schedule”), (ii) the filing with the SEC of the Proxy Statement and such other reports and information under the Exchange Act and the rules and regulations promulgated thereunder, (iii) such filings, authorizations, orders and approvals as may be required under foreign securities laws, state securities laws and the rules of NASDAQ, (iv) such filings, notifications and authorizations as may be required by the French Ministry of Economy and Finance, (v) the consent of the stockholders of Buyer, and (vi) where the failure to obtain or make such consents, approvals, orders, authorizations or filings would not reasonably by likely to have a Buyer Material Adverse Effect, none of the execution and delivery or performance of this Agreement or the other Transaction Agreement by Parent and Merger Sub, the Buyer or the consummation by Parent and Merger Sub the Buyer of the Mergers transactions contemplated hereby or any other Transaction thereby do or compliance by Parent and Merger Sub will, directly or indirectly (with any or without notice or lapse of the provisions of this Agreement will time or both), (ai) violate, conflict with or result in any breach of any provision of the Parent Governing Documentscertificate of incorporation or by-laws of, or any resolution adopted by the Merger Sub Governing Documents board of directors or the comparable organizational or governing documents stockholders of any Parent Subsidiarythe Buyer, (bii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation, or acceleration) under, or require any Consent under, any material indenture, license, Contract, agreement, or other instrument or obligation to which the Buyer or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound, (iii) violate or contravene any Order or Law or Governmental Authorization applicable to the Buyer, any of its Subsidiaries or any of their respective properties or assets, (iv) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent Consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the MergersEntity, or (ivv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate require the performance required by, result in Buyer to give any termination, cancellation or modification ofnotice to, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to obtain any right, including, but not limited toConsent from, any right of termination, amendment, cancellation or acceleration) under, Person (including any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (dGovernmental Entity), as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None (a) Except for applicable requirements of the executionSecurities Act, the Exchange Act, state Blue Sky laws, the NASDAQ Stock Market, the HSR, and the filing of the Articles of Merger as required by the IBCL and the MBCA, no filing or registration with and no permit, authorization, consent or approval of, any Governmental Entity, is necessary for the consummation by the Company of the transactions contemplated by this Agreement, provided further, however, consummation by the Company of the transactions contemplated by this Agreement are subject to requirements of Parent's Articles of Incorporation and Bylaws, and the Exchange Act and the NASDAQ Stock Market, as they relate to the Parent shareholders' (the "Parent Shareholders") consent, solicitation of Parent Shareholders proxies, and Parent Shareholders approval of this Agreement; (b) Neither the execution and delivery or performance of this Agreement or the documents and instruments to be executed and delivered pursuant hereto by the Parent and Merger Sub, Acquisition Subsidiary nor the consummation by the Parent and Merger Sub Acquisition Subsidiary of the Mergers or any other Transaction or transactions contemplated hereby, nor compliance by Parent and Merger Sub them with any of the provisions of this Agreement hereof or thereof, will at Closing (ai) violate, conflict with or result in any breach of any provision of the Parent Governing DocumentsParent's Articles of Incorporation, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary withas amended, or the obtaining of any permitBy-laws, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Considerationas amended, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or accelerationacceleration of or loss of a material benefit under or result in the creation of any Lien (except for Permitted Liens) in or upon any of the properties or assets of the Parent under or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under or require any consent, approval or notice under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, contract, guarantee, agreement, lease or other instrument or obligation to which the Parent is a party or by which it or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective its properties or assets of Parent, may be bound or (eiii) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to the Parent or any of its properties or assets; , except in each the case of clauses (cii) or (d)iii) for violations, as breaches or defaults which would not have or reasonably be expected to have not, individually or in the aggregate, have a Parent Material Adverse EffectEffect and which would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. None Except as set forth in Section 4.4 of the Parent Disclosure Schedule or as may be required under, and other applicable requirements of, the Exchange Act, the Investment Advisers Act, the HSR Act, the DGCL, the rules and regulations of NASDAQ, the rules and regulations of FINRA, state securities laws, and foreign and supranational laws relating to antitrust and competition clearances and other applicable Regulatory Laws, neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, Sub nor the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will (ai) violatecontravene, conflict with with, or result in any violation or breach of any provision of the certificate of incorporation or bylaws, or similar organizational documents, of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any other Subsidiary of Parent, (ii) require Parent or Merger Sub or any other Subsidiary of Parent to make any notice to, or filing with, or the obtaining of obtain any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Actcompetent jurisdiction, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, or (iii) such filings as may be required under assuming compliance with the rules and regulations of the NYSE matters referred to in connection with this Agreement and the Mergers, or clause (iv) such filings as may be required in connection with state and local transfer Taxesii), (c) accelerate the performance required bycontravene, conflict with or result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach ofof any provision of any applicable Law, require any consent by any Person under, constitute a default, or constitute (an event that, with or without notice or notice, lapse of time or both) , would constitute a default (under, or give rise to any right, including, but not limited to, any right of cause or permit the termination, amendment, cancellation or acceleration) acceleration of any right or obligation under, or the loss of a benefit under, any of the terms, conditions or provisions provision of any Contract to which Parent or Merger Sub or any other Subsidiary of Parent Subsidiary is a party, (d) or result in the creation or imposition of any Lien on any asset of Parent or Merger Sub or any other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets Subsidiary of Parent, or (e) violate any orderwith such exceptions, writ, injunction, decree or Law applicable to Parent or any in the case of its properties or assets; except in each of clauses (cii) or and (diii), as would not have or reasonably be expected to have individually or in the aggregate, constitute a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None (a) Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (i) the Exchange Act, (ii) the Securities Act, (iii) the rules and regulations of the executionNASDAQ Global Market, delivery and (iv) the HSR Act, no consents or performance of this Agreement by Parent and Merger Subapprovals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the consummation by Parent and Merger Sub of the Mergers Transactions, other than such other consents, approvals, filings, declarations or any registrations that, if not obtained, made or given, would not reasonably be expected to have a material adverse effect on the ability of Parent and Merger Sub to consummate the Merger and the other Transaction Transactions. (b) None of the execution and delivery by Parent or Merger Sub of this Agreement, the consummation by Parent or Merger Sub of the Transactions, nor compliance by Parent and or Merger Sub with any of the terms or provisions of this Agreement hereof, will (ai) conflict with or violate any provision of the charter documents of Parent or Merger Sub or of any of their respective Subsidiaries or (ii) assuming that any required authorizations, consents and approvals are duly obtained, (A) violate any Order or Law applicable to Parent or Merger Sub or any of their respective Subsidiaries or any of their respective properties or assets, or (B) violate, conflict with or with, result in any breach the loss of any provision material benefit under, constitute a default (or an event which, with notice or lapse of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary withtime, or both, would constitute a default) under, result in the obtaining termination of any permitor a right to termination or cancellation under, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, or result in the creation of any termination, cancellation Encumbrance upon any of the respective properties or modification of, assets of either Parent or loss Merger Sub or any of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) their respective Subsidiaries under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which either Parent or Merger Sub or any Parent Subsidiary of their respective Subsidiaries is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon by which they or any of the their respective properties or assets may be bound or affected, except, in the case of Parentclause (ii) above, for such violations, conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as Encumbrance creations which would not have or reasonably be expected to have individually or in a material adverse effect on the aggregate, a ability of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger SubAVRA, the consummation by Parent and Merger Sub AVRA of the Mergers or any Merger and the other Transaction transactions contemplated by this Agreement or compliance by Parent and Merger Sub AVRA with any of the provisions of this Agreement will will: (ai) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents Articles of Incorporation or the comparable organizational or governing documents Bylaws of any Parent Subsidiary, AVRA; (bii) require any filing by Parent, Merger Sub or any Parent Subsidiary AVRA with, or the obtaining of require any permit, authorization, consent or approval of, any Governmental Entity (or any other Person, except for (iA) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, ; (iiB) any filings as may be required under the MGCL FCBA in connection with the Mergers Merger; (C) compliance with any applicable requirements of or rules and regulations under the Securities Act and the other Transactions, Exchange Act; and (iiiD) such filings and approvals as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergersby any applicable state securities, blue sky or (ivtakeover Laws;(iii) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach ofof or the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on the assets and properties of AVRA under, any of the terms, conditions or provisions of any Contract to which Parent AVRA is a party or by which AVRA or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective its properties or assets of Parent, may be bound; or (eiv) assuming that all consents, approvals, authorizations and other actions described herein have been obtained and all filings and obligations herein have been made or complied with, conflict with or violate any order, writ, injunction, decree or Law applicable to Parent AVRA or any of its properties or assets; , except in each the case of clauses clause (cii), (iii) or (div), as would not have or reasonably be expected to have not, individually or in the aggregate, a Parent (A) reasonably be expected to have an AVRA Material Adverse EffectEffect or (B) impair in any material respect the ability of AVRA to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, the DGCL and state takeover laws, neither the execution, delivery or performance of this Agreement or the Stockholder Agreement by Parent and Merger Sub, nor the consummation by Parent and Merger Sub of the Mergers transactions contemplated hereby or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement thereby will (ai) violate, conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiaryand Sub, (bii) require any filing by Parent, Merger Sub or any Parent Subsidiary with, notice to, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not reasonably be expected to prevent or materially delay the consummation of the Exchange Act, including with respect to Offer and/or the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other TransactionsMerger), (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, require any notice to any party pursuant to, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Parent or any Parent Subsidiary of its subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the respective them or any of their properties or assets of Parent, may be bound or (eiv) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent Parent, any of its subsidiaries or any of its their properties or assets; , except in each the case of clauses (ciii) and (iv) for violations, breaches or (d)defaults which could not, as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effectbe reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Tax Parent, Parent and Merger Sub, the consummation by Tax Parent, Parent and Merger Sub of the Mergers Merger or any of the other Transaction Transactions or compliance by Tax Parent, Parent and Merger Sub with any of the provisions of this Agreement will (a) violatecontravene, conflict with or result in any breach of any provision of the Parent Governing Documents, Documents or the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent SubsidiaryDocuments, (b) require any filing by Tax Parent, Parent and Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL or the DLLCA in connection with the Mergers Merger and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which contract of Tax Parent, Parent or any Parent Subsidiary is a partyMerger Sub or their Subsidiaries, (d) violate any Order or Law applicable to Tax Parent, Parent or Merger Sub or their Subsidiaries or any of their properties, assets or operations, or (e) result in the creation or imposition of any Lien or other encumbrance (other than a Parent Permitted Lien) upon on any asset of the respective properties or assets of Tax Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties Merger Sub or assetstheir Subsidiaries; except in each of clauses (b), (c), (d) or (d)e) where (x) any failure to obtain such permits, as authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 4.5, no notice to, filing with, or authorization, consent or approval of any Governmental Entity or any other Person is necessary for the execution, delivery or performance of this Agreement by Parent and Merger Sub, Sub or the consummation by Parent and Merger Sub of the Mergers transactions contemplated hereby, except for (i) compliance with and filings under the HSR Act or any other Transaction or compliance by Parent and Merger Sub with any Antitrust Approvals, (ii) the filing of the provisions Certificate of Merger pursuant to the DGCL, (iii) those the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect and (iv) those that may be required solely by reason of any Group Companies’ (as opposed to any other third party’s) participation in the transactions contemplated hereby. Neither the execution, delivery and performance of this Agreement by Parent or Merger Sub nor the consummation by Parent or Merger Sub of the transactions contemplated hereby will (a) violate, conflict with or result in any breach of any provision of the Parent Parent’s or Merger Sub’s Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required byset forth on Schedule 5.3, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary Merger Sub is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the them or any of their respective properties or assets of Parentmay be bound, or (ec) violate any order, writ, injunction, decree or Law of any Governmental Entity applicable to Parent or Merger Sub or any of its Parent’s Subsidiaries or any of their respective properties or assets; except , except, in each the case of clauses (b) and (c) or (d)above, as for violations which would not have or reasonably be expected to have not, individually or in the aggregate, reasonably be expected to have a Parent Purchaser Material Adverse Effect.

Consents and Approvals; No Violations. None Except for (a) filings under Section 2.3, (b) filings under the HSR Act and the Competition Act and (c) notification pursuant to Part III of the Investment Canada Act following the consummation of the Mergers, the execution, delivery or and performance by Parent and the Merger Subs of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any Law applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected; (ii) require any notification to or filing or registration by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any other Transaction of its Subsidiaries with, or compliance by consent or approval with respect to Parent and Merger Sub with or any of the provisions of this Agreement will its Subsidiaries of, or other action by, any Governmental Authority; (aiii) violate, violate or conflict with or result in any breach of any provision of the Organizational Documents of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, Parent’s Subsidiaries; (biv) require any filing consent of or other action by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit Person under, violation constitute a default or breach ofan event that, or constitute (with or without notice or lapse of time or both) , would constitute a default (under, or give rise to any rightcause or permit termination, includingcancelation, but not limited to, acceleration or other change of any right or obligation or the loss of termination, amendment, cancellation or acceleration) any benefit under, any of the terms, conditions or provisions provision of any Contract material contract to which Parent or any Parent Subsidiary a Merger Sub is a party, party or by which Parent or a Merger Sub or any of their assets or properties is bound or any Permit affecting the assets or business of Parent or a Merger Sub; or (dv) result in the creation or imposition of any Lien or other encumbrance (other than a Parent Permitted Lien) upon Liens on any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except Subsidiaries, except, in each the case of clauses (c) or (di), as (iii), (iv) and (v) where any such violation, conflict, breach or default would not have or be reasonably be expected to have individually or in the aggregate, a Parent Material Adverse EffectEffect or a material adverse effect on the ability of Parent or the Merger Subs to consummate the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement and the Stock Purchase Agreements by Parent and Merger Subor the Purchaser, the consummation by Parent and Merger Sub or the Purchaser of the Mergers or any other Transaction Transactions, or compliance by Parent and Merger Sub or the Purchaser with any of the 40 provisions of this Agreement hereof or thereof will (a) violate, conflict with or result in any breach of any provision of (x) the organizational documents of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational certificate of incorporation or governing documents bylaws of any Parent Subsidiarythe Purchaser or (y) state securities or blue sky laws or the DGCL, (b) require any filing by Parent, Merger Sub Parent or any Parent Subsidiary the Purchaser with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity Authority (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings filing pursuant to the DGCL, (iii) the filing or deemed filing with the SEC and Nasdaq of (A) the Proxy Statement, and (B) such reports under Section 13(a) of the Exchange Act as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement Agreement, the Stock Purchase Agreements and the MergersTransactions, or (iv) such filings and approvals as may be required in connection with by any applicable state and local transfer Taxessecurities, blue sky or takeover Laws), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (ec) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent Parent, any of its Subsidiaries (including, without limitation, the Purchaser) or any of its their properties or assets; , except in each the case of clauses clause (a)(y), (b) or (c) such violations, breaches or (d), as defaults which would not have or reasonably be expected to have expected, individually or in the aggregate, a to impair in any material respect the ability of each Parent Material Adverse Effectand the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent the consummation of any the Transactions.

Consents and Approvals; No Violations. None Except for (i) the filing and recordation of the executionCertificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL; (ii) obtaining the Parent Stockholder Approval and (iii) the filing with Nasdaq of a listing application covering the shares of Parent Common Stock issuable in the Merger, no filing or registration with, or notice to, and no Permit, authorization, consent or approval of, any public court, tribunal or administrative, governmental or regulatory body, agency or authority is necessary or required in connection with the execution and delivery or performance of this Agreement by Parent and Merger Sub, Subsidiary or for the consummation by Parent and Merger Sub Subsidiary of the Mergers transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or any other Transaction or compliance obtained, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by Parent and Merger Sub with any of the provisions of this Agreement Subsidiary will (ax) violate, conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws of Parent Governing Documents, the or Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (by) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, Contract or other instrument or obligation to which Parent or any Parent Merger Subsidiary is a party, (d) result in the creation of any Lien party or other encumbrance (other than a by which Parent Permitted Lien) upon or Merger Subsidiary or any of the respective their properties or assets of Parent, may be bound or (ez) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent or Merger Subsidiary or any of its their properties or assets; except assets except, in each the case of clauses subsections (cy) or (d)z) above, as for violations, breaches or defaults that would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent or Merger Subsidiary and that will not prevent or delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Subthe Buyer Parties, the consummation by Parent and Merger Sub the Buyer Parties of the Mergers acquisition of the Target Properties, the Equity Issuance, or any other Transaction or compliance by Parent and Merger Sub the Buyer Properties with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Buyer Parties’ Governing Documents or the comparable organizational or governing documents Governing Documents of any Parent material Buyer Subsidiary, (b) require any filing by Parent, Merger Sub Buyer Parent or any Parent Buyer Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity Entity”) (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to Act and the registration of Stock ConsiderationSecurities and Exchange Commission (the “SEC”), (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required by Buyer Parent under the rules and regulations of the NYSE in connection with this Agreement and the MergersEquity Issuance, (iii) filings, permits, authorizations, consents and approvals as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, automatically result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract Buyer Ground Lease, Buyer Material Contract, Material Buyer Lease or loan documents with respect to which material Indebtedness of Buyer Parent or any Parent Subsidiary is and the Buyer Subsidiaries (taken as a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parentwhole), or (ed) violate any order, writ, injunction, decree or Law applicable to Parent the Buyer Parties or any of its their properties or assets; except in each of clauses (b), (c) or (d)) where (x) any failure to obtain such permits, as authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, breaches or defaults has not had and would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Buyer Material Adverse EffectEffect or a material adverse effect on the ability of the Buyer Parties to consummate the acquisition of the Target Properties, the Equity Issuance and the other Transactions. The Requisite Stockholder Approval is the only vote of the holders of any class or series of Equity Interests of Buyer Parent or the Buyer Subsidiaries necessary to approve the Equity Issuance, and no vote of the holders of any such Equity Interests is necessary to approve the Transactions other than the Equity Issuance or as has been obtained.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger SubSuper ROI or Parent, the consummation by Super ROI or Parent and Merger Sub of the Mergers or any other Transaction Transactions or compliance by Super ROI or Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents memorandum and articles of association of Super ROI or the comparable organizational or governing documents of any Parent Subsidiary, Parent; (b) require any filing by Parent, Merger Sub Super ROI or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, ; (ii) any filings the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Law; (iii) filings, permits, authorizations, consents and approvals as may be required under any applicable Competition Law; (iv) such filings with the MGCL SEC as may be required to be made by Super ROI and Parent in connection with the Mergers this Agreement and the other Transactions, ; (iiiv) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and or the Mergers, Transactions; or (ivvi) such filings as may be required in connection with state and local transfer Taxes), ; (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract agreement to which Super ROI or Parent or any Parent Subsidiary is a party, ; or (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree Order or Law applicable to Super ROI, Parent or any of its properties their respective properties, assets or assetsoperations; except in each of clauses (b), (c) or (d)) where (A) any failure to obtain such permits, as authorizations, consents or approvals; (B) any failure to make such filings; or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not have or reasonably be expected to have to, individually or in the aggregate, a prevent, materially delay or materially impede or impair the ability of Super ROI and Parent Material Adverse Effectto consummate the Transactions.

Consents and Approvals; No Violations. None of Except for filings, permits, authorizations, consents and approvals as may be required under the DGCL, and except for the filings required to consummate the Merger and any required Form 8-K, neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, Acquisition Sub nor the consummation by the Parent and Merger Acquisition Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will transactions contemplated hereby will: (ai) violate, conflict with or result in any breach of any provision of the Articles of Incorporation or bylaws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent SubsidiaryAcquisition Sub, (bii) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not reasonably be expected to have a material adverse effect on Parent or Acquisition Sub or prevent or materially delay the consummation of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other TransactionsMerger), (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Parent or any Parent Subsidiary Acquisition Sub is a party, (d) result in party or by which the creation of any Lien Parent or other encumbrance (other than a Parent Permitted Lien) upon any of the Acquisition Sub or their respective properties or assets of Parent, may be bound; or (eiv) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent or Acquisition Sub or any of its their respective properties or assets; , except in each the case of clauses (ciii) or (d)iv) for violations, as would breaches or defaults that could not have or reasonably be expected to have individually a material adverse effect on Parent or Acquisition Sub or prevent or materially delay the consummation of the Merger. No filing of preliminary and definitive Schedule 14C is required in order to consummate the aggregate, a Parent Material Adverse EffectMerger.

Consents and Approvals; No Violations. None Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) the requirements of the executionSecurities Act relating to the issuance of the Equalnet Shares and the Exchange Act relating to the proxy statement or information statement required in connection with the Stockholders' Meeting (the "PROXY STATEMENT"), are met, (iii) the filing of the Articles of Merger and other appropriate merger documents, if any, as required by the NGCL, are made and (iv) approval of the Merger, this Agreement and the transactions contemplated hereby by the stockholders of each of Equalnet and Merger Sub are duly obtained, the execution and delivery or performance of this Agreement by Parent Equalnet and Merger Sub, Sub and the consummation by Parent Equalnet and Merger Sub of the Mergers transactions contemplated hereby will not: (A) violate or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing DocumentsCertificate of Incorporation or By-Laws of either Equalnet or Merger Sub; (B) violate or conflict with any statute, the Merger Sub Governing Documents ordinance, rule, regulation, order or the comparable organizational or governing documents decree of any Parent Subsidiarycourt or of any governmental or regulatory body, agency or authority applicable to Equalnet or any of its Subsidiaries or by which any of their respective properties or assets may be bound, except such violations or conflicts which could not reasonably be expected to have a Material Adverse Effect on Equalnet, (bC) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, or the giving of any Governmental Entity (notice to, any governmental or regulatory body, agency or authority, except for (i) compliance with any applicable requirements of such filings, permits, consents or approvals the Exchange Act, including with respect failure to the registration of Stock Consideration, (ii) any filings as may make or obtain could not reasonably be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, expected to have a Material Adverse Effect on Equalnet or (ivD) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendmentcancellation, cancellation payment or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Equalnet or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, franchise, permit, agreement, contract, lease, franchise agreement or other instrument or obligation to which Parent Equalnet or any Parent Subsidiary of its Subsidiaries is a party, (d) result in the creation of or by which any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent such Person or any of its properties or assets; assets are bound except in each of clauses (c) such violations, breaches or (d), as would defaults which could not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse EffectEffect on Equalnet.

Consents and Approvals; No Violations. None (a) Assuming that all Approvals of or from, or Filings with, Governmental Authorities described in Section 4.06(b) and Section 5.04(b) have been obtained or made, and that the executionStockholder Approval is obtained, the execution and delivery or performance of this Agreement by Parent Symetra does not and Merger Sub, the consummation by Parent and Merger Sub Symetra of the Mergers transactions contemplated by this Agreement will not (i) conflict with any provisions of the Constituent Documents of Symetra or any material Symetra Subsidiary, (ii) violate any Law or Order, (iii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any Contract, (iv) result in the creation or imposition of any Lien (other Transaction than Permitted Liens) upon any properties or compliance assets of Symetra or any Symetra Subsidiary or (v) cause the suspension or revocation of any Permit of Symetra or any Symetra Subsidiary, except, in the case of clauses (ii), (iii), (iv) and (v), any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) No clearance, consent, approval, order, waiver, license or authorization of or from (an “Approval”), or declaration, registration or filing with, or notice to, any Governmental Authority (a “Filing”) is required to be made or obtained by Parent and Merger Sub Symetra or any Symetra Subsidiary in connection with any of the provisions execution or delivery of this Agreement will (a) violate, conflict with by Symetra or result in any breach of any provision the consummation by Symetra of the Parent Governing Documentstransactions contemplated by this Agreement, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance by Symetra with any applicable requirements of the Exchange HSR Act, including with respect to the registration of Stock Consideration, (ii) any filings the matters set forth in Section 4.06(b) of the Symetra Disclosure Letter, (iii) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act and such reports under and such other compliance with the Exchange Act as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergerstransactions contemplated by this Agreement, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any filing of the terms, conditions or provisions Certificate of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in Merger with the creation Secretary of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any State of the respective properties or assets State of ParentDelaware in accordance with the DGCL and (v) such other matters that, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict No filing with or result in any breach of any provision of the Parent Governing Documentsnotice to, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any and no permit, authorization, registration, consent or approval of, any Governmental Entity (is required on the part of Parent for the execution, delivery and performance by Parent of this Agreement or by Parent or any other Seller of any Ancillary Agreement to which it is a party or the consummation by Parent or any other Seller of the transactions contemplated hereby or thereby, except for (i) compliance with any applicable requirements of any Competition Laws, the Exchange Securities Act, including the Securities Exchange Act of 1934, as amended, or applicable blue sky laws; (ii) compliance with respect any Permits relating to the registration Business; or (iii) any such filings, notices, permits, authorizations, registrations, consents or approvals, the failure to make or obtain would not reasonably be expected to (x) prevent the consummation of Stock Considerationthe Transactions or (y) have, individually or in the aggregate, a Business Material Adverse Effect. (b) Assuming compliance with Section 3.4(a), neither the execution, delivery and performance of this Agreement by Parent or any Ancillary Agreement by Parent or any other Seller, nor the consummation by Parent or any other Seller of the transactions contemplated hereby or thereby, will (i) conflict with or result in any breach or violation of any provision of the respective Organizational Documents of the Sellers or any Transferred Entity, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation a breach or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (under, or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, acceleration adverse to any of the terms, conditions or provisions of Transferred Entity under any Contract to which Parent or any Parent Subsidiary is a partyBusiness Material Contract, (diii) result in the creation or imposition of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the assets or properties of any Transferred Entity other than Permitted Liens, or (iv) conflict with or violate any Law applicable to any Seller, Transferred Entity or any of their respective properties or assets assets, except, in the case of Parentclause (ii), or clause (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (ciii) or clause (div), as would not have or reasonably be expected to have (x) prevent the consummation of the Transactions or (y) have, individually or in the aggregate, a Parent Business Material Adverse Effect.

Consents and Approvals; No Violations. None Except as set forth on Schedule 3.3 of the executionDisclosure Schedule, assuming that all consents, approvals, authorizations and other actions described in this Section 3.3 have been obtained and all filings and obligations described in this Section 3.3 have been made or satisfied, the execution and delivery or performance of this Agreement by and the Stockholder Agreements do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give to others a right of termination, cancellation or acceleration of any obligation or result in the loss of a benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Sub under, any provision of (a) the Organizational Documents of Parent and Merger of Sub, each as amended to date, (b) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Parent or Sub or (c) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (b) and (c), any such violations, defaults, rights, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect on Parent or Sub, materially impair or delay the ability of Parent or Sub to perform their respective obligations hereunder or under the Stockholder Agreements or prevent or materially delay the consummation by Parent and Merger or Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with transactions contemplated hereby or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents thereby. No filing or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary registration with, or the obtaining of any permit, 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 (Entity") is required by or with respect to Parent or Sub in connection with the execution and delivery by Parent or Sub of this Agreement or of the Stockholder Agreements or is necessary for the consummation by Parent or Sub of the Offer, the Merger and the other transactions contemplated by this Agreement or the Stockholder Agreements, except for (i) compliance in connection, or in compliance, with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; (iii) such filings, authorizations, orders and approvals as may be required under by state takeover laws (the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or "State Takeover Approvals"); (iv) such filings as may required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"); (x) xxxxxxx xxx xpprovals required under applicaxxx xxxxxxx xx xxxxx-international antitrust laws and regulations; and (vi) such other consents, orders, authorizations, registrations, declarations and filings the failure of which to be required in connection with state and local transfer Taxes)obtained or made would not, (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent, materially impair or delay the ability of Parent or Sub to perform its obligations hereunder or under the Stockholder Agreements or prevent or materially delay the consummation by Parent or Sub of any of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violations. None Except for applicable requirements of the executionSecurities Act, the Exchange Act, state Blue Sky laws, the NASDAQ Stock Market, and the filing of the Articles of Merger as required by the MBCA and TBCA, no filing or registration with and no permit, authorization, consent or approval of, any governmental entity or agency, is necessary for the consummation by the Parent of the transactions contemplated by this Agreement; Neither the execution and delivery or performance of this Agreement or the documents and instruments to be executed and delivered pursuant hereto by the Parent and Merger Sub, Acquisition Subsidiary nor the consummation by the Parent and Merger Sub Acquisition Subsidiary of the Mergers or any other Transaction or transactions contemplated hereby, nor compliance by Parent and Merger Sub them with any of the provisions of this Agreement hereof or thereof, will at Closing (ai) violate, conflict with or result in any breach of any provision of the Parent Governing DocumentsParent's Articles of Incorporation, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary withas amended, or the obtaining of any permitBylaws, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Considerationas amended, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) acceleration of or loss of a material benefit under or result in the creation of any Lien in or upon any of the properties or assets of the Parent under or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under or require any consent, approval or notice under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, contract, guarantee, agreement, lease or other instrument or obligation to which the Parent is a party or by which it or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective its properties or assets of Parent, may be bound or (eiii) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to the Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None The execution and delivery of this Agreement by each Acquiror Entity do not, and except for those filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the executionExchange Act, delivery the HSR Act, the DGCL, state blue sky, securities or takeover laws and stock exchange and Nasdaq National Market requirements, the performance of this Agreement by Parent each Acquiror Entity and Merger Sub, the consummation by Parent and Merger Sub each Acquiror Entity of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will not (ai) violate, conflict with or result in any a breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents charter or the comparable organizational or governing documents bylaws of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Considerationsuch Acquiror Entity, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, vesting, amendment, cancellation or accelerationacceleration or impose on either of the Acquiror Entities any obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary Acquiror Entity is a partyparty or by which it or its assets is bound, (diii) result in the creation of require any Lien filing or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parentregistration with, or permit, authorization, consent or approval of, any Governmental Entity on the part of either Acquiror Entity or (eiv) violate any order, writ, injunction, decree or Applicable Law applicable to Parent which such Acquiror Entity or any of its properties or assets; except in each of assets is subject, excluding from the foregoing clauses (c) or (dii), as (iii) and (iv) such conflicts, requirements, defaults, failures, breaches, rights or violations that have not had and would not have or reasonably be expected to have expected, individually or in the aggregate, a Parent to have an Acquiror Entity Material Adverse EffectEffect or would not prevent or materially delay the consummation of any of the transactions contemplated hereby.

Consents and Approvals; No Violations. None of the ------------------------------------- execution, delivery or performance of this Agreement by Parent and or Merger Sub, the 42 consummation by Parent and or Merger Sub of the Mergers or any other Transaction Transactions, or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (a) violate, conflict with or result in any breach of any provision of the articles of incorporation or bylaws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational certificate of incorporation or governing documents by-laws of any Parent SubsidiaryMerger Sub, (b) require any material filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL BCL in connection with the Mergers and the other Transactions, (iii) such filings any filings, permits, authorizations, consents and approvals as may be required under the rules HSR Act and regulations any applicable competition, antitrust or investment laws of the NYSE foreign jurisdictions, (iv) any filings with and notices to The New York Stock Exchange, Inc. as may be required in connection with this Agreement and the Mergers, or Transactions and (ivv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws in connection with state this Agreement and local transfer Taxesthe Transactions), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract material note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any Parent Subsidiary Merger Sub is a party, (d) result in the creation party or by which either of any Lien them or other encumbrance (other than a Parent Permitted Lien) upon any of the their respective properties or assets of Parent, may be bound or (ed) violate any material order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent Parent, any of its Subsidiaries, or any of its their respective properties or assets; , except in each the case of clauses (b), (c) or and (d)) for any failures to make such filings and failures to obtain such permits, as authorizations, consents or approvals and any such violations, breaches or defaults which would not have or reasonably be expected to have to, individually or in the aggregate, a impair in any material respect the ability of each of Parent Material Adverse Effectand Merger Sub, as the case may be, to perform its obligations under this Agreement, or prevent or materially delay the consummation by Parent or Merger Sub of the Transactions.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent and Merger SubSub do not, and the performance by Parent and Sub of this Agreement and the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will not, (ai) violate, conflict with or result in any breach of violate any provision of the articles of incorporation or bylaws (or equivalent organizational documents) of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock ConsiderationSub, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of a Lien, except a Permitted Lien, upon any of the respective properties or assets of, Parent or Sub under, any of the terms, conditions or provisions of a Contract or Permit, (iii) violate any Contract Law applicable to which Parent Parent, any of its Subsidiaries or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective their properties or assets or (iv) other than in connection with or compliance with (A) the WBCA, (B) requirements under other state corporation Laws, (C) the HSR Act and (D) the Exchange Act, require on the part of ParentParent or Sub any filing or registration with, or (e) violate any ordernotification to, writ, injunction, decree or Law applicable to require Parent or Sub to obtain any of its properties authorization, consent or assetsapproval of, any Governmental Entity; except except, in each the case of clauses (cii) or and (diii), as for such violations, breaches, defaults, terminations, cancellations, accelerations or Liens that would not have or reasonably be expected to have not, individually or in the aggregate, have a Parent Material Adverse Effect, and, in the case of clause (iv), for such filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act (including the filing with the SEC of the Offer Documents), the HSR Act, Sections 607.1103 - 607.1105 of the Corporation Law, neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, Sub nor the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will (ai) violate, conflict with or result in any breach of any provision of the respective certificate/articles of incorporation or by-laws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiaryand Sub, (bii) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements where the failure to obtain such permits, authorizations, consents or approvals or to make such filings could not be reasonably expected to prevent or materially delay the consummation of the Exchange Act, including with respect to Offer and/or the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other TransactionsMerger), (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Parent or any Parent Subsidiary of its subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the respective them or any of their properties or assets of Parent, may be bound or (eiv) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent Parent, any of its subsidiaries or any of its their properties or assets; , except in each the case of clauses (ciii) and (iv) for violations, breaches or (d)defaults which could not, as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effectbe reasonably expected to prevent or materially delay the consummation of the Offer and/or the Merger.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, state securities or blue sky Laws, the HSR Act or any other Antitrust Law, the filing and recordation of the Articles of Merger as required by the MGCL and as otherwise set forth in Section 4.3 of the Parent Disclosure Schedule, no filing with or notice to, and no permit, authorization, consent or approval of, (i) any Governmental Entity or (ii) any other third party, is necessary for the execution and delivery by each of Parent and Merger Sub of this Agreement or the consummation by each of Parent and Merger Sub of the Merger or any of the other transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on Parent. Except as set forth in Section 4.3 of the Parent Disclosure Schedule, neither the execution, delivery or performance of this Agreement by each of Parent and Merger Sub, Sub nor the consummation by each of Parent and Merger Sub of the Mergers Merger or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement other transactions contemplated hereby will (ai) violate, conflict with or result in any breach of any provision of the respective articles or bylaws (or similar organizational documents) of each of Parent Governing Documents, the or Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock ConsiderationSub, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or accelerationacceleration or Lien or result in the reduction or loss of any benefit) under, any of the terms, conditions or provisions of any Contract loan note, bond, mortgage, credit agreement, reciprocal easement agreement, permit, concession, franchise, indenture, lease, license, contract, agreement or other instrument or obligation to which each of Parent or Merger Sub, or any Parent Subsidiary of their respective subsidiaries, is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the them or any of their respective properties or assets of Parentmay be bound or any Parent Permit (as hereinafter defined), or (eiii) violate any order, writ, injunction, decree or Law applicable to each of Parent or Merger Sub, or any of its their respective subsidiaries, or any of their respective properties or assets; except , in each of clauses case with respect to (cii) or and (d)iii) above, except as which would not have or would not reasonably be expected likely to have have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will Assuming (a) violate, conflict with or result in any breach of any provision the applicable requirements of the Parent Governing Documents, Israeli Securities Law and of the Merger Sub Governing Documents or Tel Aviv Stock Exchange (the comparable organizational or governing documents of any Parent Subsidiary"TASE") have been satisfied, (b) require any filing by Parent, Merger Sub compliance with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 or any Parent Subsidiary withother Israeli or non-U.S. Law, if applicable, intended to prohibit, restrict or regulate actions or transactions having the obtaining purpose or effect of any permitmonopolization, authorizationrestraint of trade, consent harm to competition or approval ofeffectuating foreign investment (collectively, any Governmental Entity “Antitrust Laws”), (except for c) the Section 350 Voting Approval is obtained, (d) the Court Approval is obtained, and (e) the Israeli Tax Ruling is obtained, the execution and delivery of this Agreement and the Other Transaction Agreements by OIL and the consummation by OIL of the Transactions do not and will not: (i) compliance violate or conflict with any applicable requirements provision of the Exchange Act, including with respect to the registration of Stock ConsiderationOIL's Charter Documents, (ii) violate or conflict with any filings as Law or Order of any Governmental Authority applicable to OIL by which any of its Assets may be required under the MGCL in connection with the Mergers and the other Transactionsbound, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergersrequire any Governmental Approval, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) , or result in the creation of any Security Interest in effect as of the Closing upon any Assets of OIL or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a partyOIL Contract, (d) result excluding in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each case of clauses (cii) or through (d)iv) above, as conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Security Interests that would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effectan OIL MAE.

Consents and Approvals; No Violations. None Except as set forth on Schedule 2.1(e) (Third Party Consents-Xxxxxxx) and except for applicable requirements of the executionfederal securities laws and state securities or blue sky laws, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any no filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any and no permit, authorization, consent or approval of, any Governmental Entity third party, public body or authority is necessary for the consummation by BFS, BTI or the Shareholders of the transactions described in this Agreement. Neither the execution and delivery of this Agreement by BFS, BTI or the Shareholders nor the consummation by BFS, BTI or the Shareholders of the transactions described herein, nor compliance by BFS, BTI or the Shareholders with any of the provisions hereof, will (except for a) conflict with or result in any breach of any provisions of the Articles of Incorporation or Bylaws of BFS or BTI, (b) (i) compliance conflict with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require BFS, BTI or the Shareholders to obtain any consent, approval or action of, make any filing with or give rise any notice (other than those that have been obtained or given) to any rightthird party as a result or under the terms of, including, but not limited to, (iv) result in or give to any third party any right of termination, amendmentcancellation, cancellation acceleration or accelerationmodification in or with respect to, (A) result in or give to any third party any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under or (B) result in the creation or imposition of any Lien upon BFS, BTI or the Shareholders or any of their respective affiliates or their respective assets and properties under, any contract, license, permit, franchise or other agreement or instrument to which BFS, BTI or the Shareholders is a party or by which any of its assets or properties is bound, or that would prevent the consummation of the transactions contemplated thereby under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, contract, agreement or other instrument or obligation to which Parent the Shareholders, BFS, BTI or any Parent Subsidiary of their respective Subsidiaries or affiliates of any of them, is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the respective them or their properties or assets of Parent, may be bound or (ec) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent BFS, BTI or any of its their respective Subsidiaries, if any, and the Shareholders or any of their properties or assets; , except in each the case of clauses (b) and (c) for violations, breaches or (d), as would defaults which are not have or reasonably be expected to have individually or in the aggregateaggregate materially adverse to BFS, a Parent Material Adverse EffectBTI and their respective Subsidiaries, if any.

Consents and Approvals; No Violations. None of the (a) The execution, delivery or and performance of this Agreement by each of Parent and Merger Sub and the consummation by Xxxxxx and Xxxxxx Sub of the Transactions and the Financing do not and will not (i) conflict with or violate the respective Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of Section 4.3(b) have been obtained, and all Filings described in such clauses have been made, conflict with or violate any Law or Order applicable to Parent or Merger Sub or by which either of them or any of their respective properties are bound, or (iii) result in any breach or violation of or constitute a default (or an event that with notice or lapse of time or both would constitute a default) or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such breach, violation, default, loss, right, termination, cancellation, amendment, acceleration or other occurrence that would not prevent, materially delay or materially impair the ability of Parent and Merger Sub to consummate the Transactions and the Financing. (b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation by Parent and Merger Sub of the Mergers Transactions and the Financing do not and will not require any consent, approval, authorization or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violatepermit of, conflict action by, filing with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval ofnotification to, any Governmental Entity (Entity, except for (i) compliance with any the applicable requirements requirements, if any, of the Exchange Act, including with respect to the registration of Stock ConsiderationHSR Act and state securities, takeover and “blue sky” Laws, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactionsapplicable requirements of NYSE, (iii) such filings as may be required under the rules and regulations filing with the Secretary of State of the NYSE in connection with this Agreement State of Georgia of the Certificate of Merger as required by the GBCC, and the Mergers, or (iv) any such filings as may be required in connection with state and local transfer Taxes)consent, (c) accelerate approval, authorization, permit, action, filing or notification the performance required by, result in any termination, cancellation failure of which to make or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as obtain would not have or reasonably be expected impair the ability of Parent and Merger Sub to have individually or in consummate the aggregate, a Parent Material Adverse EffectTransactions and the Financing.

Consents and Approvals; No Violations. None Except as set forth in Schedule 4.3 of the executionDisclosure Memorandum, neither the execution and delivery or performance of this Agreement and the Ancillary Agreements, nor the performance by Parent or Seller of its obligations hereunder and Merger Subthereunder, nor the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent transactions contemplated hereby and Merger Sub with any of the provisions of this Agreement thereby will (a) violate, conflict with or result in any breach a violation of any provision Law applicable to Parent or Seller or to which any of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, Transferred Assets may be subject; (b) conflict with any of Parent’s or Seller’s charter documents; (c) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permitnotification, authorization, exemption, approval or consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required byunder, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, constitute a default under, give any party the right to accelerate, modify, cancel, or constitute terminate any obligation (with or without notice or lapse the passage of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions Transferred Contract under which annual payments to or provisions of any Contract to which Parent from Seller or any Parent Subsidiary is a party, of its Affiliates could reasonably be expected to exceed (or did exceed in Seller’s 2014 fiscal year) US$75,000; or (d) result in the creation or imposition of any Lien or other encumbrance upon the Transferred Assets, (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (dLiens), as would not have except solely with respect to (a) and (b) for any such conflicts or reasonably be expected to have violations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. Except as set forth in Schedule 4.3 of the Disclosure Memorandum, neither Parent nor Seller is required to give any notice to, make any filing with, or seek any authorization, exemption, approval or consent from any Governmental Authority with respect to the execution, delivery and/or performance by Parent or Seller of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of each Transaction Agreement to which it is a party does not, and the Mergers or any other Transaction or compliance performance by Parent and and/or Merger Sub with any of each such Transaction Agreement and the consummation by Parent and/or Merger Sub of the provisions of this Agreement transactions contemplated thereby, including the Financing and the Merger, will not, (a) violate, conflict with or result in any breach of violate any provision of the Parent Governing Documents, the Merger Sub Governing Documents certificate of formation or the comparable organizational limited liability company agreement of Parent or governing documents of any Parent SubsidiaryMerger Sub, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the them or any of their respective properties or assets of Parentis bound, or (ec) violate any order, writ, injunction, decree or Law applicable to Parent Parent, any of its Subsidiaries or any of its their properties or assetsassets or (d) other than in connection or compliance with applicable requirements of the Vermont Laws and other applicable Laws, require Parent or Merger Sub to make any filing or registration with or notification to, or require Parent or Merger Sub to obtain any authorization, consent or approval of, any Governmental Entity; except except, in each the case of clauses (b), (c) or and (d), as for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have or reasonably be expected to have not, individually or in the aggregate, a reasonably be expected to prevent or materially impair or delay the ability of Parent Material Adverse Effector Merger Sub to perform their respective obligations under this Agreement, of Parent to enforce its rights and the obligations of members of the Xxxxxxx Granite Group under the Voting Agreements or the Xxxxxxx Contributing Shareholders under the Xxxxxxx Contribution Agreements or of Merger Sub to consummate the Merger.

Consents and Approvals; No Violations. None of (a) The execution and delivery by the execution, delivery or performance Company of this Agreement by Parent do not, and Merger Subthe performance of its obligations hereunder will not, the consummation by Parent and Merger Sub of the Mergers require any consent, approval, authorization or any other Transaction permit of, or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict filing with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval ofnotification to, any Governmental Entity (or other Person except for (i) compliance with any the applicable requirements of, the HSR Act and the PRC Anti-Monopoly Law, (ii) the applicable requirements of the Exchange Act, including with respect (iii) the submission of a voluntary joint filing of notice of the transaction to CFIUS and any requested supplemental information (the “Joint Notice”) pursuant to 31 C.F.R. Part 800 and 50 U.S.C. App. § 2170 (“Exon-Xxxxxx”) and the CFIUS Approval, (iv) the applicable requirements of NASDAQ, (v) the filing of the Certificate of Merger pursuant to the registration DGCL, (vi) any registration, filing or notification required pursuant to state securities or blue sky laws (the requirements in clauses (i) through (vi), collectively, the “Governmental Requirements”) and (vii) any such consent, approval, authorization, permit, filing or notification, the failure of Stock Considerationwhich to make or obtain, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. (b) Except as set forth in Section 5.5(b) of the Company Disclosure Letter, the execution and delivery by the Company of this Agreement do not, and the performance of its obligations hereunder will not, (i) subject to the Company Stockholder Approval, violate any provision of the Constituent Documents of the Company or any Company Subsidiary, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of any provision of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right, including, but not limited to, any right of termination, amendmentcancellation, cancellation payment, acceleration or acceleration) revocation under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a partyCompany Contract, (diii) result in the creation or imposition of any Lien or other encumbrance Encumbrance (other than a Parent Permitted LienEncumbrances) upon any property or asset of the respective properties Company or assets of Parent, any Company Subsidiary or (eiv) assuming the Company Stockholder Approval and all consents, approvals, authorizations and permits contemplated in clauses (i) through (vi) in Section 5.5(a) have been obtained, and all filings, notifications or registrations in such clauses have been made, violate or conflict with any order, writ, injunction, decree or Applicable Law applicable to Parent which the Company or any of its properties or assets; except Company Subsidiary is subject, except, in each the case of clauses (c) or (dii), as would not have (iii) and (iv), for violations, breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or reasonably be expected to have conflicts which, individually or in the aggregate, would not have a Parent Company Material Adverse Effect.

Consents and Approvals; No Violations. None of Neither the execution, delivery or performance of this Agreement by Parent SSI – DE and Merger SubXx. Xxxxxxxxxx, the consummation by Parent SSI – DE and Merger Sub Xx. Xxxxxxxxxx of the Mergers or any Merger and the other Transaction transactions contemplated by this Agreement or compliance by Parent SSI – DE and Merger Sub Xx. Xxxxxxxxxx with any of the provisions of this Agreement will will: (ai) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Organizational Documents or the comparable organizational or governing documents of any Parent Subsidiary, of the SSI Parties; (bii) require any filing by Parent, Merger Sub or any Parent Subsidiary of the SSI Parties with, or the obtaining of require any permit, authorization, consent or approval of, any Governmental Entity (or any other Person to by obtained by any SSI Party, except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (iiA) any filings as may be required under the MGCL DGCL in connection with the Mergers Merger; (B) compliance with any applicable requirements of or rules and regulations under the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (C) such other Transactionssuch filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach ofof or the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on the assets and properties of any of the SSI Parties under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, lien, indenture, lease, license, contract, agreement, arrangement or understanding or other instrument or obligation (each, a “Contract”) to which Parent or any Parent Subsidiary SSI Party is a party, (d) result in the creation of party or by which any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent SSI Party or any of its properties or assets may be bound; or (iv) assuming that all consents, approvals, authorizations and other actions described in clause (ii) have been obtained and all filings and obligations set forth herein have been made or complied with, conflict with or violate any Law applicable to any SSI Party or Cardio Ventures or any of its or his properties or assets; , except in each the case of clauses clause (cii), (iii) or (div), as would not have or reasonably be expected to have not, individually or in the aggregate, a Parent (A) reasonably be expected to have an SSI Material Adverse EffectEffect or (B) impair in any material respect the ability of any SSI Party to perform its or his obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals; No Violations. None Assuming the truth and accuracy of the Company's representations and warranties contained in Section 3.5, except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of (a) the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder, (b) state securities or blue sky laws, (c) the HSR Act, (d) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL, (e) such filings, consents, approvals, orders, registrations and declarations as may be required under the laws of any foreign country in which the Company or any of the Subsidiaries conducts any business or owns any assets and (f) such other actions, filings, approvals and consents, the failure to make or obtain which would not, either individually or in the aggregate, have a Parent Material Adverse Effect, no filing with or notice to, and no permit, authorization, consent or approval of, or order of, any Governmental Entity is necessary for the execution, delivery and performance by Parent or Merger Sub of this Agreement or the consummation by Parent or Merger Sub of the Merger. The execution, delivery and performance of this Agreement by Parent or Merger Sub and Merger Sub, the consummation by Parent and or Merger Sub of the Mergers or any other Transaction or compliance by Parent Merger do not and Merger Sub with any of the provisions of this Agreement will not (a) violate, conflict with or result in any breach of any provision of the respective Constituent Documents of Parent Governing Documents, the or Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent SubsidiarySub, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation cancellation, acceleration or accelerationloss of material benefits to Parent or Merger Sub) under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Parent or any Parent Subsidiary Merger Sub is a partyparty or by which any of them or any of their respective properties or assets may be bound, (c) contravene or conflict with or constitute a violation of any provision of any Laws applicable to Parent or Merger Sub or any of Parent's subsidiaries or any of their respective properties or assets or (d) result in the creation or imposition of any Lien or other encumbrance (other than a Parent Permitted Lien) upon on any asset of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; Merger Sub, except in each the case of clauses (cb) or through (d)) for violations, as breaches or defaults which would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, (a) The execution and delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of this Agreement do not, and the Mergers performance of its obligations hereunder will not, require any consent, approval or authorization of, or filing with or notification to, or registration with, any Governmental Entity to be made or sought by Parent or Merger Sub except for (i) the Governmental Requirements and (ii) any such other Transaction consent, approval, authorization, action, filing, notification or compliance registration, the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution and delivery by Parent and Merger Sub with any of the provisions of this Agreement do not, and the performance of its obligations hereunder will not, (ai) violateviolate any provision of the Constituent Documents of Parent or Merger Sub, conflict with or (ii) result in any a violation or breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right, including, but not limited to, any right of termination, amendmentcancellation, cancellation payment, acceleration or acceleration) revocation under, any of the termsagreement, conditions undertaking, commitment or provisions of any Contract obligation to which Parent or any Parent Subsidiary Merger Sub is a partyparty or by which any of them or any of their assets or properties may be bound, (diii) result in the creation or imposition of any Lien or other encumbrance Encumbrance (other than a Parent Permitted LienEncumbrances) upon any property or asset of the respective properties Parent or assets of Parent, Merger Sub or (eiv) assuming all consents, approvals, authorizations and actions contemplated in Section 6.3(a) have been obtained, and all filings, notifications or registrations in Section 6.3(a) have been made, violate or conflict with any orderApplicable Law, writexcept, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each the case of clauses (c) or (dii), as would not have (iii) and (iv) of this Section 6.3(b), for violations, breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or reasonably be expected to have conflicts which, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None Except as set forth on Section 3.5 of the executionDisclosure Schedule, neither the execution and delivery by the Partnership or performance any other Group Company of this Agreement by Parent and Merger Subor any Ancillary Document to which the Partnership or such Group Company is a party, nor the consummation by Parent and Merger Sub the Partnership or such Group Company of the Mergers transactions contemplated thereby or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will Transactions (aincluding the Pre-Closing Restructuring) violatewill, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without the due notice or lapse of time or both, (a) a default (breach or give rise to violate any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract Applicable Law to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent such Person or any of its properties or assets; assets is subject, (b) breach or violate any provision of the Governing Documents of such Person, (c) conflict with, result in a breach or violation of, constitute a default under, result in the acceleration of any right or obligation under, create in any Person the right to accelerate any right or obligation under, terminate, modify or cancel, require any notice or consent under, or result in the imposition of any Lien upon any of the assets or properties of such Person under any Material Contract or Material Permit or result in the loss of any material benefit or increase in any payments or obligations under any such Material Contract or Material Permit, or (d) assuming the accuracy of the representations and warranties of Parent contained in Section 4.3 herein, require material authorizations, consent, approval, exemption or other action by or material notice or filing to any Governmental Entity or any other Person, except for (I) in each the case of clauses (a), (c) or and (d), as compliance with and filings, notices, permits, authorizations, consents, clearances and approvals that may be required under the HSR Act and (II) except, in the case of clause (a) where the conflict, breach, violation, default, acceleration, termination, modification, cancellation, failure to file, give notice or obtain consent or Lien or the failure to obtain authorization, approval or exemption would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect or materially impair or delay the Partnership’s ability to perform its obligations under this Agreement and the Ancillary Documents to which the Partnership is or will be a party.

Consents and Approvals; No Violations. None (a) The execution, delivery and performance by C&C of this Agreement and the consummation by C&C of the transactions contemplated hereby do not and will not require C&C to obtain any consents, permits, approvals, authorizations or other actions of, or make any filings or registrations with or give any notices to, any Governmental Authority or third persons, other than (i) as set forth in Section 4.4(a) of the Xxxxx Disclosure Schedule, (ii) the filing of the Certificate of Merger and any documents or recordings required under the DLLCA to effect the Combination as contemplated by Article I hereof, (iii) compliance with any applicable requirements of FINRA or the Financial Services Authority of the United Kingdom or (iv) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications would not have a Material Adverse Effect on C&C. (b) Except as set forth in Section 4.4(b) of the Xxxxx Disclosure Schedule, the execution, delivery or and performance by C&C of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub C&C of the Mergers or any other Transaction or compliance by Parent transactions contemplated hereby do not and Merger Sub with any of the provisions of this Agreement will not (ai) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub C&C or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock ConsiderationXxxxx Subsidiaries, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or give rise to any right, including, but not limited to, any right of notice, termination, amendment, cancellation cancellation, acceleration or acceleration) loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Encumbrance upon any of the properties or assets of C&C or any of the Xxxxx Subsidiaries under, any of the terms, conditions or provisions of any Contract contract to which Parent C&C or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties Xxxxx Subsidiaries is a party or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or by which any of its properties or assets may be bound or (iii) violate any Law applicable to C&C or any of the Xxxxx Subsidiaries or any of their properties or assets; , except in each the case of clauses (cii) or (d)iii) for violations, as breaches or defaults that would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.Effect on C&C.

Consents and Approvals; No Violations. None of (a) Neither the execution, execution and delivery or performance of this Agreement nor the performance by Parent and Merger Sub, the consummation by Parent and or Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement its respective obligations hereunder will (ai) violate, conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws (or other governing or organizational documents) of Parent Governing Documentsor of Merger Sub, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary withas applicable, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any Contract note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or any Parent Subsidiary Merger Sub is a party, (d) result in the creation party or by which any of any Lien them or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties assets used or assets held for use by any of Parent, them may be bound or (eiii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in subsection (b) below have been obtained or made, as the case may be, violate any order, writ, injunction, decree decree, statute, rule or Law applicable regulation of any Governmental Entity to which Parent or any of its properties or assets; except in each of Merger Sub is subject, excluding from the foregoing clauses (cii) and (iii) such requirements, defaults, breaches, rights or violations (d)A) that would not, as would not have or in the aggregate, reasonably be expected to have individually a Parent Material Adverse Effect and would not reasonably be expected to have a material adverse effect on the ability of Parent to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company. (b) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Parent or by Merger Sub or the performance by either entity of its obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the GA Code and the NJ Code; (ii) compliance with any applicable requirements of the Exchange Act, and (iii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (A) the failure of which to be obtained or made would not, in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect and would not have a material adverse effect on the ability of Parent or of Merger Sub to perform its obligations hereunder or (B) that become applicable as a result of any acts or omissions by, or facts specifically pertaining to, the Company.

Consents and Approvals; No Violations. None (a) No consent or approval of, or filing, declaration or registration with, any Governmental Entity which has not been received or made is required to be obtained by or made by Parent or Merger Sub for the consummation by each of the execution, delivery or performance of this Agreement by Parent and Merger SubSub of the Transactions to be consummated by it other than (i) the filing of the Certificate of Merger with the Secretary of State and (ii) such other filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the consummation Exchange Act, the Exchange Act Rules and the HSR Act (all of the foregoing, collectively, the "Parent Approvals"). (b) Neither the execution and delivery by Parent and Merger Sub of this Agreement, the Mergers or any other Transaction or consummation by each of Parent and Merger Sub of the Transactions to be consummated by it, nor compliance by Parent and Merger Sub with any of the terms and provisions of this Agreement Agreement, will (ai) violate, conflict with or result in any breach of violate any provision of the Certificate of Incorporation or By-Laws (or similar organizational documents with different names) of Parent Governing Documents, the or Merger Sub Governing Documents or (ii) assuming that the comparable organizational Parent Approvals are obtained or governing documents of any Parent Subsidiarymade, as the case may be, (bA) require violate any filing by Parent, Law applicable to Parent or Merger Sub or any Parent Subsidiary withof their respective properties or assets or (B) violate, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the obtaining termination of any permitor a right of termination or cancellation under, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation require the consent of or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation Person under or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of ParentParent or Merger Sub under any Contract to which Parent or Merger Sub is a party, or (e) violate any order, writ, injunction, decree or Law applicable to Parent by which either of them or any of its their respective properties or assets; except assets may be bound or affected, except, in each the case of clauses clause (cii) above, for such violations, losses of benefits, defaults, events, terminations, rights of termination or (d)cancellation, as accelerations or Lien creations which, in the aggregate, would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the (a) The execution, delivery or and performance of this Agreement by each of Parent and Merger SubSub and, subject to the receipt of the Parent Shareholder Approval and the Parent Financing Approval, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance Transactions and the Financing do not and will not (i) assuming that all consents, approvals and authorizations contemplated by Parent and Merger Sub with any clauses (i) through (vi) of the provisions subsection (b) of this Agreement will Section have been obtained and all filings described in such clauses have been made, (aA) violate, conflict with or violate the respective certificate of incorporation or bylaws (or similar organizational documents) of Parent or Merger Sub or (B) conflict with or violate any Law or Order applicable to Parent or Merger Sub or by which either of them or any of their respective properties are bound or (ii) result in any breach or violation of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute a default (or an event that with or without notice or lapse of time or bothboth would constitute a default) or result in the loss of a default (benefit under, or give rise to any right, including, but not limited to, any right of termination, amendmentcancellation, cancellation amendment or acceleration) underacceleration of, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary Merger Sub is a party, (d) result in the creation of any Lien party or other encumbrance (other than a by which Parent Permitted Lien) upon any of the respective properties or assets of Parent, Merger Sub or (e) violate any order, writ, injunction, decree or Law applicable to Parent its or any of its their respective properties or assets; except are bound, except, in each the case of clauses (ci)(B) or and (dii), as for any such breach, violation, default, loss, right, termination, cancellation, amendment, acceleration or other occurrence that would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions and the Financing do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity, except for (i) the applicable requirements, if any, of the Exchange Act, HSR Act, and state securities, takeover and “blue sky” Laws, (ii) the applicable requirements of NYSE, (iii) the filing with the Secretary of State of the State of Ohio of the Certificate of Merger as required by the OGCL, (iv) the filing with, and the approval by, the FCA of the Parent Circular, (v) the applicable requirements of the Foreign Antitrust Laws, and (vi) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent and Merger SubSub do not, and the performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement Transactions will not, (ai) violate, conflict with or result in any breach of violate any provision of the Parent Governing Documentsarticles of incorporation or certificate of incorporation, as the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary withcase may be, or the obtaining bylaws (or equivalent organizational documents) of any permit, authorization, consent Parent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock ConsiderationMerger Sub, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any righta right of, includingor result in, but not limited to, any right of termination, amendment, cancellation or acceleration) acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the termsproperties or assets of Parent or any of its Subsidiaries under, conditions or provisions of any Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the them or any of their respective properties or assets of Parentis bound, or (eiii) violate any order, writ, injunction, decree or Law applicable to Parent Parent, any of its Subsidiaries or any of its their properties or assetsassets or (iv) other than in connection with or compliance with applicable requirements of (A) the DGCL, (B) the HSR Act and other Antitrust Laws, (C) any applicable Securities Exchange Rules and (D) the Exchange Act, require Parent or Merger Sub to make any filing or registration with or notification to, or require Parent or Merger Sub to obtain any authorization, consent or approval of, any Governmental Entity; except except, in each the case of clauses (c) or (dii), as (iii) and (iv), for such violations, breaches or defaults that, or filings, registrations, notifications, authorizations, consents or approvals the failure of which to make or obtain, would not have or reasonably be expected to have not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act and (b) for filing of the Articles of Merger, none of the execution, delivery or performance of this Agreement by RFML, acting in its capacity as responsible entity of Parent, Parent and or Merger Sub, the consummation by Parent and or Merger Sub of the Mergers or any other Transaction Merger or compliance by Parent and or Merger Sub with any of the provisions of this Agreement hereof will (ai) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent SubsidiaryRFML, (b) require any filing by Parent, Merger Sub or any Parent other Subsidiary of Parent, (ii) require any filing by RFML, Parent, Merger Sub or any of Parent’s other Subsidiaries with, notice to, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other TransactionsEntity, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, require any consent or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required bynotice under, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach by RFML, Parent, Merger Sub any of Parent’s other Subsidiaries of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, result in the triggering of any payment, or result in the creation of any lien or other encumbrance on any property or asset of RFML, Parent, Merger Sub or any of Parent’s other Subsidiaries pursuant to, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract, agreement, permit, franchise or other instrument or obligation or material contract to which Parent RFML, Parent, Merger Sub or any Parent Subsidiary of Parent’s other Subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which they or any of the their respective properties or assets of Parent, may be bound or (eiv) violate any orderLaws, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of excluding from the foregoing clauses (c) or (dii), as would not have (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or reasonably be expected to have defaults which, individually or in the aggregate, (A) would not prevent or materially delay consummation of the Merger, (B) would not otherwise prevent or materially delay performance by Parent or Merger Sub of its material obligations under this Agreement or (C) would not, individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None Except for filings, permits, authorizations, consents, and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act, state securities or blue sky Laws, the HSR Act, the German Cartel Act, and the filing and recordation of the Certificate of Merger as required by the DGCL, no filing with or notice to, and no permit, authorization, consent, or approval of, any Governmental Entity is necessary for the execution and delivery by Parent or MergerSub of this Agreement or the consummation by Parent or MergerSub of the Transactions contemplated hereby, except where the failure to obtain such permits, authorizations, consents, or approvals or to make such filings or give such notice do not or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Neither the execution, delivery or delivery, and performance of this Agreement by Parent and Merger Sub, or MergerSub nor the consummation by Parent and Merger Sub or MergerSub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement Transactions contemplated hereby will (ai) violate, conflict with or result in any breach of any provision of the respective certificate of incorporation or bylaws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock ConsiderationMergerSub, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without notice due notice, or lapse of time time, or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation cancellation, or accelerationacceleration or Lien) under, any of the terms, conditions conditions, or provisions of any Contract note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Parent or any Parent Subsidiary MergerSub is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the them or any of their respective assets or properties or assets of Parentmay be bound, or (eiii) violate any order, writ, injunction, decree or Law applicable to Parent or MergerSub or any of its properties their respective assets or assets; properties, except in each the case of clauses clause (cii) or (d)iii) for violations, as breaches, or defaults which do not or would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Subor the Purchaser, the consummation by Parent and Merger Sub or the Purchaser of the Mergers or any other Transaction Transactions, or compliance by Parent and Merger Sub or the Purchaser with any of the provisions of this Agreement hereof will (a) violate, conflict with or result in any breach of any provision of the organizational documents of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational Certificate of Incorporation or governing documents Bylaws of any Parent Subsidiarythe Purchaser, (b) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party, (c) require any material filing by Parent, Merger Sub Parent or any Parent Subsidiary the Purchaser with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, including with respect to the registration of Stock Consideration, (ii) any filings filing pursuant to the DGCL, (iii) the filing with the SEC and the NASDAQ Stock Market of (A) the Proxy Statement, (B) such reports under Section 13(a) of the Exchange Act as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the MergersTransactions, or (iv) such filings and approvals as may be required in connection with by any applicable state and local transfer Taxes)securities, (c) accelerate the performance required by, result in any termination, cancellation blue sky or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parenttakeover laws, or (ev) such compliance (including filings or notifications or the expiration of waiting periods) as may be required under the HSR Act), or (d) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent Parent, any of its Subsidiaries, or any of its their properties or assets; , except in each the case of clauses clause (b) or (c) such violations, breaches or (d)defaults which would not, as would not have or reasonably be expected to have individually or in the aggregate, a impair in any material respect the ability of each of Parent Material Adverse Effectand the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. None Except as disclosed in Schedule 4.4 of Parent's Disclosure Schedule, and except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the DGCL, the HSR Act, state blue sky laws and any applicable state takeover laws and the approval by Parent's stockholders of the issuance of Parent Common Stock in the Merger, neither the execution, delivery or performance of this Agreement by Parent and Merger Sub, Sub nor the consummation by Parent and Merger Sub of the Mergers or any other Transaction or transactions contemplated hereby nor compliance by Parent and Merger Sub with any of the provisions of this Agreement hereof will (ai) violate, conflict with or result in any 22 breach of any provision of the amended and restated certificate of incorporation or by-laws of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiaryand Sub, (bii) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements where the failure to obtain such permits, authorizations, consents or approvals or to make such filings would not have a material adverse effect on Parent and its Subsidiaries or would not, or would not be reasonably likely to, materially impair the ability of Parent and Sub to consummate, the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and Merger or the other Transactionstransactions contemplated hereby), (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which Parent or any Parent Subsidiary of its Subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the respective them or any of their properties or assets of Parent, may be bound or (eiv) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent Parent, any of its Subsidiaries or any of its their properties or assets; , except in each the case of clauses (ciii) and (iv) for violations, breaches or (d), as defaults which would not have a material adverse effect on Parent and its Subsidiaries or would not, or would not be reasonably be expected likely to, materially impair the ability of Parent or Sub to have individually consummate, the Merger or the other transactions contemplated hereby. Except as disclosed in Section 4.4 of the Parent Disclosure Schedule, neither Parent nor Sub is a party to any agreement that expressly limits the ability of Parent or Sub to compete in or conduct any line of business or compete with any person or in the aggregate, a Parent Material Adverse Effectany geographic area or during any period of time.

Consents and Approvals; No Violations. None (a) The execution and delivery of this Agreement by Xxxxxx and Merger Sub does not and the consummation by Xxxxxx and Merger Sub of the executiontransactions contemplated by this Agreement will not (i) conflict with any provisions of the Constituent Documents of Parent, (ii) violate any Law or Order (assuming compliance with the matters set forth in Section 5.4(b)) applicable to Parent, (iii) result, with or without the giving of notice or the lapse of time or both or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any Contract to which Parent is a party, (iv) result in the creation or imposition of any Lien upon any properties or assets of Parent or any material Subsidiary of Parent or (v) cause the suspension or revocation of any Permit of Parent, except, in the case of clauses (iii), (iv) and (v), any matters that, individually or in the aggregate, have not prevented or materially impaired or materially delayed and would not reasonably be expected to prevent or materially impair or materially delay the ability of Parent to perform its obligations under this Agreement. (b) No clearance, consent, approval, order, waiver, license or authorization of or from, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Authority is required to be made or obtained by Parent or any Subsidiary of Parent in connection with the execution or delivery or performance of this Agreement by Parent and Merger Sub, Sub or the consummation by Parent Xxxxxx and Merger Sub of the Mergers or any other Transaction or compliance transactions contemplated by Parent and Merger Sub with any of the provisions of this Agreement will (a) violateAgreement, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance by Parent with the HSR Act and any required filings or notifications under any other applicable requirements of the Exchange Act, including with respect to the registration of Stock ConsiderationCompetition Laws and Foreign Investment Laws, (ii) any filings as may be approvals required under the MGCL in connection with the Mergers and the other Transactionspursuant to Section 7.1, (iii) such filings as may be required under the rules filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, and regulations to permit the consummation of the NYSE in connection with this Agreement Merger and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes)other matters that, (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a have not prevented or materially impaired or materially delayed and would not reasonably be expected to prevent or materially impair or materially delay the ability of Parent Material Adverse Effectto perform its obligations under this Agreement.

Consents and Approvals; No Violations. None Except for (a) the filing with the SEC of the Schedule TO and the Offer Documents and a Schedule 13D or 13G, as applicable, (b) compliance with any applicable foreign or Blue Sky laws, (c) filings and the applicable requirements of the HSR Act, (d) the acceptance for record by the SDAT of the Articles of Merger, (e) compliance with the NYSE rules and regulations, (f) the receipt of Company Stockholder Approval, if required, and (h) such filings as may be required in connection with state or federal transfer Taxes, none of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of this Agreement, the Mergers or any consummation of the Offer and the consummation by the Merger Sub of the Merger and the other Transaction or transactions contemplated hereby and compliance by Parent and Merger Sub with any of the provisions of this Agreement hereof will (ai) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any each of Parent Subsidiaryand Merger Sub, (bii) require any filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, notice by, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other TransactionsAuthority, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, require any consent or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required bynotice under, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which each of Parent and Merger Sub is a party or by which any of them or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the their respective properties or assets of Parentmay be bound, or (eiv) violate any order, writ, injunction, decree or Law law applicable to each of Parent and Merger Sub or any of its their respective properties or assets; , except in each the case of clauses (ciii) or and (d)iv) above, as excluding any of the foregoing which would not have or reasonably be expected to have not, individually or in the aggregate, a (A) reasonably be expected to prevent or materially delay consummation of the Offer, the Merger, or any of the transactions contemplated hereby or (B) otherwise reasonably be expected to prevent or materially delay performance by Parent Material Adverse Effector Merger Sub of any of its material obligations under this Agreement.

Consents and Approvals; No Violations. None of the execution, (a) The execution and delivery or performance of this Agreement by Parent and Merger SubSub do not, and the performance by Parent and Merger Sub of this Agreement and the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will not, (ai) violate, conflict with or result in any breach of violate any provision of the certificate of incorporation or bylaws (or equivalent organizational documents) of Parent Governing Documents, the or Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock ConsiderationSub, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of under any Contract to which Parent or any Parent Subsidiary of its Subsidiaries is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (eiii) assuming compliance with the matters set forth in Section 5.3(b) violate any order, writ, injunction, decree or Law applicable to Parent Parent, any of its Subsidiaries or any of its their properties or assets; except , except, in each the case of clauses (cii) or and (diii), as for such violations, breaches, defaults, terminations, cancellations or accelerations that would not have or reasonably be expected to have not, individually or in the aggregate, have a Parent Material Adverse Effect. (b) Other than the filings or notices required to be made pursuant to (i) the DGCL, (ii) requirements under other state corporation Laws or any similar Laws of any foreign jurisdiction, and (iii) the HSR Act and any applicable competition, antitrust, merger control or investment Laws of foreign jurisdictions, there are no notices, reports or other filings required to be made on the part of Parent or Merger Sub with, nor is any authorization, consent or approval required to be obtained by the Parent or Merger Sub from, any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby, except for such notices, reports, filings, authorizations, consents or approvals the failure of which to make or obtain, would not, individually or in the aggregate, have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Subthe Company, the consummation by Parent and Merger Sub the Company of the Mergers or any Merger and the other Transaction transactions contemplated by this Agreement or compliance by Parent and Merger Sub the Company with any of the provisions of this Agreement will (ai) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, Certificate of Incorporation or Bylaws of the Merger Sub Governing Documents Company or any of the comparable organizational or governing documents of any Parent Subsidiary, agreements relating to the Company Warrants; (bii) require any filing by Parent, Merger Sub or any Parent Subsidiary the Company with, or the obtaining of require any permit, authorization, consent or approval of, any Governmental Entity (or any other Person, except for (iA) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, ; (iiB) any filings as may be required under the MGCL DGCL in connection with the Mergers Merger; (C) compliance with any applicable requirements of or rules and regulations under the Exchange Act and the other Transactions, Securities Act and the NASDAQ Global Market (iiithe "NASDAQ"); (D) such filings and approvals as may be required under by any applicable state securities, blue sky or takeover Laws and (E) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations of promulgated thereunder (the NYSE in connection with this Agreement and the Mergers, or "HSR Act"); (iviii) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach ofof or the loss of any benefit under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on the assets and properties of the Company under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, lien, indenture, lease, license, contract, agreement, arrangement or understanding or other instrument or obligation (each, a "Contract") to which Parent the Company is a party or by which the Company or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective its properties or assets of Parent, may be bound; or (eiv) assuming that all consents, approvals, authorizations and other actions described in clause (ii) have been obtained and all filings and obligations in clause (ii) have been made or complied with, conflict with or violate any order, writ, injunction, decree or Law applicable to Parent the Company or any of its properties or assets; , except in each the case of clauses clause (cii), (iii) or (div), as would not have or reasonably be expected to have not, individually or in the aggregate, (A) reasonably be expected to have a Parent Company Material Adverse EffectEffect or (B) impair in any material respect the ability of the Company to perform its obligations under this Agreement or to consummate the Merger, or prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent or Merger Sub and delivery of the Plan of Merger by Merger Sub, the consummation by Parent and or Merger Sub of the Mergers Merger or any of the other Transaction Transactions or compliance by Parent and or Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the memorandum and articles of association of Parent Governing Documents, the or Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, Sub; (b) require any filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, ; (ii) any the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the Companies Act; (iii) such filings with the SEC as may be required under the MGCL to be made by Parent and Merger Sub in connection with the Mergers this Agreement and the other Transactions, including the filing of the Schedule 13E-3; (iiiiv) such filings as may be required under the rules and regulations of the NYSE OTC Market in connection with this Agreement and or the Mergers, Transactions; or (ivv) such filings as may be required in connection with state and local transfer Taxes), ; (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit undera modification, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, including any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract agreement to which Parent or any Parent Subsidiary Merger Sub is a party, ; or (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree Order or Law applicable to Parent Parent, Merger Sub or any of its properties their respective properties, assets or assetsoperations; except in each of clauses (b), (c) or (d)) where (A) any failure to obtain such permits, as authorizations, consents or approvals; (B) any failure to make such filings; or (C) any such modifications, violations, rights, impositions, breaches or defaults has not had and would not have or reasonably be expected to have to, individually or in the aggregate, a prevent, materially delay or materially impede or impair the ability of Parent Material Adverse Effectand Merger Sub to consummate the Merger and the other Transactions. Merger Sub has not created any fixed or floating security interests that are outstanding as of the date of this Agreement.

Consents and Approvals; No Violations. None (a) Assuming that all filings with the Governmental Authorities referred to in Section 3.5(b) have been obtained or made, none of the execution, delivery or performance by Parent or Merger Sub of this Agreement Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate, conflict with or breach any provision of the certificate of incorporation or by-laws of Parent or the certificate of incorporation or by-laws of Merger Sub; (ii) require any consent, approval or notice under, violate, conflict with, breach, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in the termination of, accelerate the performance required by or result in the loss of a material benefit under any material contract to which either Parent and or Merger Sub is a party or to which they or their respective properties or assets are subject; or (iii) violate, or result in the violation of, any Law or Governmental Order applicable to Parent or Merger Sub, except in the consummation case of clauses (ii) or (iii) for any such violations, conflicts, breaches, defaults, terminations, accelerations, losses or failures to obtain any such consent, approval or notice that would not have a Parent Material Adverse Effect or materially delay the Closing. (b) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by Parent or Merger Sub in connection with the execution, delivery and performance by Parent and Merger Sub of this Agreement or the Mergers or any other Transaction or compliance by Parent and Merger Sub with any consummation of the provisions of this Agreement will (a) violatetransactions contemplated hereby, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) the filing with the SEC of the Schedule 13E-3 and other reports and filings in compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any the filing of the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL, (iii) filings required under the HSR Act or (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the MGCL in connection with the Mergers and the other Transactions, applicable state securities laws; or (iiiv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may the failure of which to be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, obtained or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as made would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Subor the Purchaser, the consummation by Parent and Merger Sub or the Purchaser of the Mergers or any other Transaction Transactions, or compliance by Parent and Merger Sub or the Purchaser with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the organizational documents of Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational Articles of Incorporation or governing documents Bylaws of any Parent Subsidiarythe Purchaser, (b) violate, conflict with or result in a breach of any provisions under any of the terms, conditions or provisions of any material Contract to which Parent is a party (c) require any material filing by Parent, Merger Sub Parent or any Parent Subsidiary the Purchaser with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other TransactionsDGCL, (iii) the filing with the SEC and the NASDAQ Stock Market of (A) the Schedule TO, (B) the Proxy Statement, if stockholder approval is required by Law and (C) such filings reports under Section 13(a) of the Exchange Act as may be required under the rules and regulations of the NYSE in connection with this Agreement and the MergersTransactions, or (iv) such filings and approvals as may be required by any applicable state securities, blue sky or takeover Laws or (v) any filings in connection with state and local transfer Taxesthe applicable requirements of the HSR Act or under the antitrust or competition Laws of applicable European Union or other foreign jurisdictions), (cvi) accelerate the performance any filings required by, result in any termination, cancellation under Exon-Xxxxxx or modification of, or loss of benefit under, violation or breach of, or constitute (d) conflict with or without notice or lapse of time or both) a default (or give rise violate and Law applicable to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) underParent, any of the termsits Subsidiaries, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its their properties or assets; , except in each the case of clauses clause (b) or (c) such violations, breaches or (d)defaults which would not, as would not have or reasonably be expected to have individually or in the aggregate, a impair in any material respect the ability of each of Parent Material Adverse Effectand the Purchaser to perform its obligations under this Agreement, as the case may be, or prevent or materially delay the consummation of any the Transactions.

Consents and Approvals; No Violations. None Assuming (a) the filings required under the HSR Act and any other applicable Antitrust Law are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the executionSecurities Act and the Exchange Act are met, including the filing with the SEC of the Proxy Statement and the Form S-4 in which the Proxy Statement will be included, and the declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the NYSE or NASDAQ in respect of the listing of the shares of Hampton Class A Common Stock to be issued in connection with the consummation of the Transactions are met and notices to the NYSE or NASDAQ related to the Transactions are delivered, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the FBCA, are made, and (f) the Apple Shareholder Approval is obtained, the execution and delivery or performance of this Agreement by Parent Apple and Merger Sub, the consummation by Parent and Merger Sub Apple of the Mergers Transactions, do not and will not (i) violate or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents its articles of incorporation or bylaws or the comparable organizational or governing documents of any Parent Subsidiaryof its Subsidiaries, (bii) violate or conflict with any Law or Order applicable to Apple or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (iii) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorizationPermit, consent or approval of, or the giving of any notice to, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the MergersEntity, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or conflict with, constitute (with or without due notice or 19 lapse of time or both) a default (under, or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Apple or any of its Subsidiaries under, or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which Parent Apple or any Parent Subsidiary of its Subsidiaries is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent by which Apple or any of its properties or assets; except Subsidiaries may be bound, excluding in each the case of clauses (ci) or through (d)iv) above, as conflicts, violations, breaches, defaults, rights of termination, cancellations, accelerations, increases, losses, creations and impositions of Encumbrances which would not have or reasonably be expected to have not, individually or in the aggregate, a Parent reasonably be expected to have an Apple Material Adverse Effect.

Consents and Approvals; No Violations. None (a) Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 3.5, no notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, delivery or performance by Parent or Merger Sub of this Agreement by or the Ancillary Documents to which Parent and or Merger Sub, Sub is a party or the consummation by Parent and Merger Sub of the Mergers transactions contemplated hereby or any other Transaction thereby, except for (i) compliance with and filings under the HSR Act or compliance (ii) those the failure of which to obtain or make would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby. (b) Assuming the making of filings and the receipt of authorizations, consents or approvals set forth in Section 4.3(a), neither the execution, delivery or performance by Xxxxxx and Merger Sub of this Agreement or the Ancillary Documents to which Parent or Merger Sub is a party nor the consummation by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby or thereby will (ai) violate, conflict with or result in any breach of any provision of the Parent Parent’s or Merger Sub’s Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, conflict with, cause acceleration of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any Contract material agreement to which Parent or any Parent Subsidiary Merger Sub is a party, or (diii) result violate in any material respect any applicable Law or Order of any Governmental Entity having jurisdiction over Parent or Merger Sub, which in the creation case of any Lien clause (ii) above, would otherwise prevent or other encumbrance (other than a Parent Permitted Lien) upon any materially delay the consummation of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effecttransactions contemplated hereby.

Consents and Approvals; No Violations. None of (a) Neither the execution, execution and delivery or performance of this Agreement nor the performance by Parent and Merger Sub, the consummation by each of Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement its obligations hereunder will (ai) violate, conflict with or result in any breach of any provision of the articles of incorporation or by-laws (or other governing or organizational documents) of Parent Governing Documentsor Merger Sub, as the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary withcase may be, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings except as may be required under the MGCL set forth in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with Schedule 4.3 to this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required byAgreement, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or accelerationacceleration or obligation to repurchase, repay, redeem or acquire or any similar right or obligation) under, under any of the terms, conditions or provisions of any Contract note, mortgage, letter of credit, other evidence of indebtedness, guarantee, license, lease or agreement or similar instrument or obligation to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties Subsidiaries is a party or assets; except by which any of them or any of their respective assets may be bound or (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in each subsection (b) below have been obtained or made, as the case may be, violate any order, injunction, decree, statute, rule or regulation of any Governmental Entity to which either Parent or any of its Subsidiaries is subject, excluding from the foregoing clauses (cii) and (iii) such requirements, defaults, breaches, rights or violations (d)A) that would not, as would not have or in the aggregate, reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect (without giving effect to clause (x) of the definition of Parent Material Adverse Effect) and would not reasonably be expected to have a material adverse effect on, or materially delay, the ability of either Parent or Merger Sub to perform its obligations hereunder or (B) that become applicable as a result of the business activities in which the Company or any of its affiliates is or proposes to be engaged or any acts or omissions by, or facts specifically pertaining to, the Company. (b) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by each of Parent and Merger Sub or the performance by any of them of their respective obligations hereunder, except (i) the filing of the Articles of Merger in accordance with the Massachusetts BCL and filings to maintain the good standing of the Surviving Corporation; (ii) compliance with any applicable requirements of the HSR Act, the EC Merger Regulations or any other foreign laws regulating competition, antitrust, investment or exchange controls; (iii) compliance with any applicable requirements of the Securities Act and the Exchange Act; (iv) compliance with any applicable requirements of state blue sky or takeover laws; (v) the filing of a listing prospectus (the "Parent Listing Prospectus") relating to the new ------------------------- Parent Shares to be issued in connection with the issuance of the ADSs with the French Commission des Operations de Bourse (the "COB"); (vi) the approval (visa) --- of the Parent Listing Prospectus by the COB; (vii) the admission of such new Parent Shares for listing by Paris BourseSBF SA; (viii) the admission of the ADSs for trading on the Nasdaq National Market; and (ix) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not reasonably be expected to have a Parent Material Adverse Effect and would not have a material adverse effect on the ability of either Parent or Merger Sub to perform their respective obligations hereunder.

Consents and Approvals; No Violations. None (a) The execution, delivery and performance by Parent, Buyer and Merger Subsidiary of this Agreement and the consummation by Parent, its Subsidiaries and Merger Subsidiary of the transactions contemplated hereby (including the Merger) require no action by or in respect of, or notice to or filing with, any Governmental Authority (including with respect to any Subsidiary of Parent) other than (i) the filing of articles of merger in connection with the Merger in accordance with the PBCL, (ii) compliance with any applicable requirements of the HSR Act, (iii) compliance with any applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (iv) compliance with any applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, (v) compliance with the rules of the Nasdaq National Market, (vi) those set forth in Section 5.4(a) of the Parent Disclosure Letter that are required under federal and state Laws governing insurance and insurance companies, and (vii) any other approvals the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the business of the Company or Parent after giving effect to the consummation of the transactions contemplated hereby. (b) Except as set forth in Section 5.4(b) of the Parent Disclosure Letter, neither the execution, delivery or performance by Parent, Buyer and Merger Subsidiary of this Agreement by Parent and Merger Sub, nor the consummation by Parent Parent, Buyer and Merger Sub Subsidiary of the Mergers or any other Transaction or transactions contemplated hereby (including the Merger) nor compliance by Parent and Parent, Buyer or Merger Sub Subsidiary with any of the provisions of this Agreement hereof or thereof will (ai) violate, conflict with or result in any breach of any provision provisions of the memorandum and articles of association of Parent Governing Documents, the Merger Sub Governing Documents or the comparable similar organizational or and governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Considerationits Subsidiaries, (ii) conflict with or result in any filings as may be required under the MGCL in connection with the Mergers and the other Transactionsviolation of any provision of any Law binding upon or applicable to Parent or any of its Subsidiaries, (iii) such filings as may be required under require the rules and regulations of the NYSE in connection with this Agreement and the Mergersconsent, approval or authorization of, or (iv) such filings as may be required in connection notice to or filing with, any Third Party with state and local transfer Taxes), (c) accelerate the performance required byrespect to, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, cancellation, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions acceleration of any Contract right or obligation of Parent or its Subsidiaries or to a loss of any benefit to which Parent or any of its Subsidiaries is entitled) under any provision of Contract by which any of Parent Subsidiary or its Subsidiaries is a partybound or subject or any of Parent’s Permits, or (div) result in the creation or imposition of any Lien or other encumbrance (other than a Parent Permitted LienLiens) upon on any asset of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; Subsidiaries, except in each the case of clauses (cii) and (iii) for such conflicts, violations, breaches, defaults, rights or (d)losses, as or the failure to obtain any such consents or approvals or to provide such notices or make such filings, that would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any Merger and the other Transaction transactions contemplated hereby or compliance by Parent and or Merger Sub with any of the provisions of this Agreement will (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiaryor Merger Sub, (b) require any filing by Parent, Parent or Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL DGCL in connection with the Mergers and the other TransactionsMerger, (iii) such filings filings, permits, authorizations, consents and approvals as may be required under the rules and regulations of the NYSE in connection with this Agreement and the MergersHSR Act or any other applicable Foreign Antitrust Approvals, or (iv) the filing with the SEC of (x) the Proxy Statement and (y) such filings reports under Section 13(a) of the Exchange Act as may be required in connection with state this Agreement, the Merger and local transfer Taxesthe other transactions contemplated hereby), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent or any Parent Subsidiary is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (ec) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent or Merger Sub, any of its their Subsidiaries, or any of their properties or assets; , except in each the case of clauses clause (b) or (c) such violations, breaches or (d)defaults which would not, as would not have or reasonably be expected to have individually or in the aggregate, a impair in any material respect the ability of each Parent Material Adverse Effector Merger Sub to perform its obligations under this Agreement, as the case may be, or prevent the consummation of the Merger or the other transactions contemplated hereby.

Consents and Approvals; No Violations. None Assuming (i) the filings required under the HSR Act are made and the waiting period thereunder has been terminated or has expired, (ii) filings required to be made with the Commission in connection or in compliance with the Exchange Act and the rules and regulations of the executionCommission are made, (iii) the filing of the Articles of Merger as required by the WBCL, the filing of the Certificate of Merger as required by the DGCL and the filing of other appropriate merger documents, if any, is made and (iv) the valid authorization, execution and delivery or performance of this Agreement by the Company, the execution and delivery of this Agreement by Parent and Merger Sub, Purchaser and the consummation by Parent and Merger Sub Purchaser of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will not: (a1) violate, conflict with or result in any breach of violate any provision of the Certificate of Incorporation or By-Laws of Parent Governing Documentsor Purchaser; (2) violate any statute, the Merger Sub Governing Documents ordinance, rule, regulation, order or the comparable organizational or governing documents decree of any court or of any governmental or regulatory body, agency or authority applicable to Parent Subsidiary, or Purchaser or by which either of their respective properties or assets may be bound; (b3) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, or the giving of any Governmental Entity (except for (i) compliance with notice to any applicable requirements of the Exchange Actgovernmental or regulatory body, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, agency or authority; or (iv4) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser under, any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or other instrument or obligation to which Parent or any Parent Subsidiary Purchaser is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the by which they or their respective properties or assets of Parentmay be bound, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except for in each the case of clauses (c3) and (4) above, such filing, permit, consent, approval or (d), as violation which would not have or reasonably be expected to have individually prevent or in materially delay the aggregate, a Parent Material Adverse Effectconsummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. None of Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the execution, delivery or performance of this Agreement by Parent and Merger SubWaste Ventures, the consummation by Parent and Merger Sub Waste Ventures of the Mergers or any other Transaction or transactions contemplated hereby and compliance by Parent and Merger Sub Waste Ventures with any of the provisions of this Agreement will hereof shall not (a) violate, conflict with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent SubsidiaryWaste Ventures, (b) require any filing by Parent, Merger Sub Waste Ventures or any Parent Subsidiary of its Subsidiaries with, or the obtaining of any permit, authorization, consent or approval to be obtained by Waste Ventures or any of its Subsidiaries of, any Governmental Entity (except for (i) compliance with any applicable requirements of where the Exchange Actfailure to obtain such permits, including with respect authorizations, consents or approvals or to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) make such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxeswould not have a Waste Ventures Material Adverse Effect), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, 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 right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Contract to which Parent Waste Ventures or any Parent Subsidiary of its Subsidiaries is a party, (d) result in the creation of any Lien party or other encumbrance (other than a Parent Permitted Lien) upon by which any of the respective them or any of their properties or assets of Parent, may be bound or affected or (ed) violate any order, writ, injunction, decree decree, statute, ordinance, rule or Law regulation applicable to Parent Waste Ventures or any of its properties or assets; except Subsidiaries, except, in each the case of clauses clause (c) or (d), as for violations, breaches, defaults, terminations, cancellations or accelerations which would not have or reasonably be expected to have individually or in the aggregate, a Parent Waste Ventures Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement will (a) violate, conflict Except for in connection with or result in any breach of any provision of the Parent Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiarycompliance with (I) filings under Section 3.3, (bII) require any filing by Parentfilings under the HSR Act, Merger Sub or any Parent Subsidiary with, or (III) the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Securities Act, including with respect to the registration of Stock ConsiderationExchange Act and state securities takeover and “blue sky” laws, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state the Merger and local transfer Taxes)(IV) the rules and regulations of, and any filings with and approvals of the New York Stock Exchange, the execution, delivery and performance by Parent and the Merger Sub of this Agreement and the consummation of the Transactions will not (ci) accelerate the performance required byviolate any Law applicable to Parent or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected; (ii) require any notification to or filing or registration by Parent or any of its Subsidiaries with, result in or consent or approval with respect to Parent or any termination, cancellation or modification of its Subsidiaries of, or loss other action by, any Governmental Authority; (iii) violate or conflict with any provision of benefit the Organizational Documents of Parent or Parent’s Subsidiaries; (iv) require any consent of or other action by any Person under, violation constitute a default or breach ofan event that, or constitute (with or without notice or lapse of time or both) , would constitute a default (under, or give rise to any rightcause or permit termination, includingcancelation, but not limited to, acceleration or other change of any right or obligation or the loss of termination, amendment, cancellation or acceleration) any benefit under, any of the terms, conditions or provisions provision of any Contract to which Parent or any Parent Subsidiary a Merger Sub is a party, party or by which Parent or a Merger Sub or any of their assets or properties is bound or any Permit affecting the assets or business of Parent or a Merger Sub; or (dv) result in the creation or imposition of any Lien or other encumbrance (other than a Parent Permitted Lien) upon Liens on any of the respective properties or assets of Parent, or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except Subsidiaries, except, in the case of each of clauses (c) or (di), (iii), (iv) and (v) as would not have or have, and would not be reasonably be expected to have individually or in the aggregate, a Parent Material Adverse Effect.

Consents and Approvals; No Violations. None of the execution, The execution and delivery or performance of this Agreement by Parent Seller and Merger Sub, the consummation by Parent and Merger Sub Seller of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement transactions contemplated hereby will not: (ai) violate, conflict with or result in any breach of violate any provision of the Parent Governing Documents, the Merger Sub Governing Documents charter documents or the comparable organizational by-laws of Seller; (ii) violate any statute, ordinance, rule, regulation, order or governing documents decree of any Parent Subsidiarycourt or of any governmental or regulatory body, agency or authority applicable to Seller or any of its Subsidiaries or by which any of its properties or assets may be bound, except such violations which would not have a Material Adverse Effect on the Business; (biii) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, or the giving of any Governmental Entity (except for (i) compliance notice to, any governmental or regulatory body, agency or authority other than the filing of a pre-merger notification with any applicable requirements the Federal Trade Commission and the Department of Justice under the Exchange Act, including with respect to the registration Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Stock Consideration1976, (ii) any filings as may be required under amended (the MGCL in connection with "HSR Act"), except where the Mergers and failure to make such filing, or obtain such permit, consent or approval, or give such notice would not have a Material Adverse Effect on the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the MergersBusiness, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any terminationa violation, cancellation or modification of, or loss of benefit under, violation termination or breach of, or conflict with, constitute (with or without the giving of notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendmentcancellation, cancellation payment, or acceleration) under, result in the creation of any lien, security interest, charge or encumbrance upon any of the Acquired Assets or under any of the Assumed Contracts, result in the forfeiture of any rights, entitlements or privileges of the Business or under any of the Assumed Contracts, create any right or entitlement (including, without limitation, to employment or compensation) not expressly provided for herein, or require the consent or approval of any party under any of the terms, conditions or provisions of any Contract note, contract, bond, mortgage, indenture, license, franchise, permit, agreement, lease, franchise or other instrument or obligation to which Parent or any Parent Subsidiary Seller is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon by which it or any of the respective properties Acquired Assets are or assets of Parentmay be bound, except such violations, terminations, breaches, conflicts or (e) violate any order, writ, injunction, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as defaults which would not have or reasonably be expected to have individually or in the aggregate, a Parent Material Adverse EffectEffect on the Business.

Consents and Approvals; No Violations. None Except for (i) the filing and recordation of the executionCertificate of Merger with the Secretary of State of the State of Delaware as required by the DGCL; (ii) obtaining the Parent Stockholder Approval and (iii) the filing with Nasdaq of a listing application covering the shares of Parent Common Stock issuable in the Merger, no filing or registration with, or notice to, and no Permit, authorization, consent or approval of, any public court, tribunal or administrative, governmental or regulatory body, agency or authority is necessary or required in connection with the execution and delivery or performance of this Agreement by Parent and Merger Sub, Subsidiary or for the consummation by Parent and Merger Sub Subsidiary of the Mergers transactions contemplated by this Agreement. Assuming that all filings, registrations, Permits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or any other Transaction or compliance obtained, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by Parent and Merger Sub with any of the provisions of this Agreement Subsidiary will (ax) violate, conflict with or result in any breach of any provision of the Certificate of Incorporation or Bylaws of Parent Governing Documents, the or Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (by) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation or modification of, or loss of benefit under, a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, license, Contract or other instrument or obligation to which Parent or any Parent Merger Subsidiary is a party, (d) result in the creation of any Lien party or other encumbrance (other than a by which Parent Permitted Lien) upon or Merger Subsidiary or any of the respective their properties or assets of Parent, may be bound or (ez) violate any order, writ, injunction, decree decree, statute, rule or Law regulation applicable to Parent or Merger Subsidiary or any of its their properties or assets; except assets except, in each the case of clauses subsections (cy) or (d)z) above, as for violations, breaches or defaults that would not have a Material Adverse Effect on Parent or reasonably Merger Subsidiary and that will not prevent or delay the consummation of the transactions contemplated hereby.Section 5.5. SEC Documents. Parent has filed all required reports, schedules, forms, statements and other documents with the SEC under the Exchange Act since January 1, 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein collectively referred to herein as the “Parent SEC Documents”). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be expected stated therein or necessary in order to have individually or make the statements therein, in light of the circumstances under which they were made, not misleading. Except for an arithmetic currency conversion error in Parents quarterly report for the period ending September 30, 2001 which was subsequently corrected, the consolidated financial statements of Parent included in the aggregateParent SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S- X of the SEC) and fairly present the consolidated financial position of Parent Material Adverse Effectand its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and other adjustments described therein).

Consents and Approvals; No Violations. None Except for applicable requirements of the executionHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “H-S-R Act”), none of the execution and delivery or performance of this Agreement or the Transaction Documents, the performance by Parent Seller of its obligations hereunder and Merger Subthereunder, or the consummation by Parent and Merger Sub Seller of the Mergers transactions contemplated hereby or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement thereby will (a) violate, conflict with or result in any breach of any provision of the Parent Governing DocumentsArticles of Incorporation or Bylaws of Seller, the Merger Sub Governing Documents Certificate of Formation or Operating Agreement of Santera or the comparable organizational Certificate of Incorporation or governing documents Bylaws of any Parent Subsidiary, Taqua; (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, including with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), Authority; (c) accelerate the performance required byviolate, conflict with or result in a default (or any terminationevent that, cancellation or modification of, or loss of benefit under, violation or breach of, or constitute (with or without notice or lapse of time or both, would constitute a default) a default (under, or give rise to any right, including, but not limited to, any right of termination, amendment, cancellation or acceleration) acceleration under, any of the terms, conditions or provisions of any Contract indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by either Company, or the guaranty of any obligation for the borrowing of money to which Parent either Company or the Seller is a party or by which either Company or the Seller or any Parent Subsidiary is a party, of their assets (including the Purchased Assets) may be bound; (d) violate any judgment, order, injunction ruling or decree of any court or other Governmental Authority applicable to either Company or the Seller; (e) violate any Law applicable to Seller or either Company; or (f) result in the creation of of, or impose on the Seller or either Company the obligation to create any Lien on the Purchased Equity or other encumbrance the Purchased Assets; excluding from the foregoing clauses (other than a Parent Permitted Lienb), (c), (d) upon any of the respective properties or assets of Parent, or and (e) violate any ordersuch requirements, writconflicts, injunctiondefaults or violations: (i) which, decree or Law applicable to Parent or any of its properties or assets; except in each of clauses (c) or (d), as would not have or reasonably be expected to have individually or in the aggregate, would not have a Parent Material Adverse EffectEffect or adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement, or (ii) which become applicable as a result of any acts or omissions by, or the status of or any facts pertaining to, Buyer.

Consents and Approvals; No Violations. None No notices to, filings with, or authorizations, consents or approvals of any Governmental Entity are necessary for the execution, _ delivery or performance by Buyer of this Agreement or the Ancillary Documents to which Buyer is a party or the consummation by Buyer of the Transactions, except for (i) compliance with and filings under the HSR Act and other Competition Laws, (ii) those the failure of which to obtain or make has not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect, and (iii) those set forth in Section 5.3 of the Disclosure Letter. Neither the execution, delivery or performance by Buyer of this Agreement by Parent and Merger Sub, the Ancillary Documents to which Buyer is a party nor the consummation by Parent and Merger Sub Buyer of the Mergers or any other Transaction or compliance by Parent and Merger Sub with any of the provisions of this Agreement Transactions will (a) violate, conflict with or result in any breach of any provision of the Parent Buyer’s Governing Documents, the Merger Sub Governing Documents or the comparable organizational or governing documents of any Parent Subsidiary, (b) require any filing by Parent, Merger Sub or any Parent Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements as set forth in Section 5.3 of the Exchange ActDisclosure Letter, including conflict with respect to the registration of Stock Consideration, (ii) any filings as may be required under the MGCL in connection with the Mergers and the other Transactions, (iii) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement and the Mergers, or (iv) such filings as may be required in connection with state and local transfer Taxes), (c) accelerate the performance required by, result in any termination, cancellation violation of or modification of, or loss of benefit under, violation or breach of, or constitute default (with or without notice or lapse of time time, or both) a default (under, result in or give rise to any right, including, but not limited to, any right of termination, amendmentcancellation, cancellation amendment or acceleration) acceleration under, any require notice to a third party under, require the payment of a penalty or increased fees under, or result in the termsloss of a benefit under, conditions or provisions of any Contract to which Parent or any Parent Subsidiary Buyer is a party, (d) result in the creation of any Lien or other encumbrance (other than a Parent Permitted Lien) upon any of the respective properties or assets of Parent, or (ec) violate any order, writ, injunction, decree or Law applicable to Parent or of any of its properties or assets; except Governmental Entity having jurisdiction over Buyer except, in each the case of clauses (b) and (c) or (d)above, as for violations which have not had and would not have or reasonably be expected to have have, individually or in the aggregate, a Parent Buyer Material Adverse Effect.