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

Consents and Approvals; No Violations. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendment, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The executionExcept as set forth on Schedule 4 of the CNH Disclosure Schedule, the execution and delivery and performance by the Company of this Agreement does not, and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company obligations of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) not, conflict with with, or result in any breach violation of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default under, or give rise to any a right of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration under: (a) the Articles of Association of CNH; (b) any right or obligation under or result in the creation of CNH Material Contract; (c) any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement permit or other instrument, understanding contract or obligationagreement granted by, whether written or oral (entered into with, a “contract“), to which Regulatory Agency necessary for the Company or any continued operations of its subsidiaries is a party or by which any of its properties or assets may be bound CNH’s businesses; or (iiid) subject to the government governmental filings and other matters referred to in Section 4.4(a)the following sentence, violate any judgment, order, writdecree, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, CNH or any of its subsidiaries or any of their respective properties or assets, except other than, in any such case, any such conflicts, violations, defaults or rights that individually or in the case of clauses (ii) or (iii) for violations, breaches or defaults that aggregate would not (x) have a Material Adverse Effect on CNH or (y) materially impair the Company ability of CNH to perform its obligations under this Agreement. Except as set forth on Schedule 4 of the CNH Disclosure Schedule, no consent, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required by CNH or any of its subsidiaries in connection with the execution and that would not prevent delivery of this Agreement by CNH or materially delay the consummation by CNH of the transactions contemplated by this Agreement, except for (i) the filing with the SEC of such reports under the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated by this Agreement, (ii) the filing with the Netherlands Trade Register of documents relating to the Mergers, including the common terms of merger, annual reports, interim statements, auditor’s statements and other reports, (iii) the filing, publication and recordation of the CNH Deed of Merger or other appropriate documents and notices with the Amsterdam Chamber of Commerce, Netherlands Trade Register and any other applicable registers, (iv) filings with respect to, and the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any applicable Antitrust Law, (v) applicable requirements of the Securities Act, the Exchange Act, other applicable foreign securities law and state securities, takeover and “blue sky” laws, as may be required in connection with this Agreement and the transactions contemplated hereby, (vi) any filings with and approvals of the NYSE, and (vii) such other consents, approvals, orders, authorizations, registrations, declarations, disclosures and filings required by applicable laws, the failure of which to be obtained or made would not, individually or in the aggregate, (x) have a Material Adverse Effect on CNH or (y) materially impair the ability of CNH to perform its obligations under this Agreement.

Consents and Approvals; No Violations. (a) The execution, execution and delivery and performance by the Company of this Agreement do not, and the consummation by the Company performance of the transactions contemplated by this Agreement do not and its obligations hereunder will not not, require any consent, approval, authorization or permit of, or filing with or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than Entity except for (i) the pre-merger notification requirements under the HSR Act, (ii) the applicable requirements of the Exchange Act, (iii) the applicable requirements of the NYSE, (iv) the filing of the Certificate of Merger Filing as contemplated by Article II hereofpursuant to the DGCL, (iiv) filings with the Securities and Exchange Commission any registration, filing or notification required pursuant to state securities or blue sky laws (the requirements in clauses (i) through (v), collectively, the “SEC“Governmental Requirements”) and compliance with (vi) any applicable requirements of the Securities Act of 1933such consent, as amended (the “Securities Act“)approval, authorization, permit, filing or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvalsnotification, the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or that would prevent or materially delay the consummation of the Merger or the other transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaqby this Agreement. (b) The execution, execution and delivery and performance by the Company of this Agreement do not, and the consummation by the Company performance of the transactions contemplated by this Agreement do not and its obligations hereunder will not not, (i) conflict with or result in any breach of subject to the Company Stockholder Approval, violate any provision of the Declaration of Trust or Bylaws Constituent Documents of the Company or any similar organizational documents of any of its subsidiariesCompany Subsidiary, (ii) result in 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 of termination, amendmentcancellation, cancellationpayment, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries revocation under, any of the terms, conditions Company Contract or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), Company Real Property Lease to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree Company or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiary or any of their respective assets or properties may be bound, (iii) result in the creation or assetsimposition of any Encumbrance (other than Permitted Encumbrances) upon any property or asset of the Company or any Company Subsidiary or (iv) assuming the Company Stockholder Approval and all consents, except approvals, authorizations and permits contemplated 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 law, rule, regulation, order, judgment or decree to which the Company or any Company Subsidiary is subject, except, in the case of clauses (ii) or ), (iii) and (iv), for violations, breaches breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or defaults that conflicts which, individually or in the aggregate, would not have reasonably be expected to have, a Company Material Adverse Effect on the Company and that would not or prevent or materially delay the consummation of the Merger or the other transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (athe "HSR Act"), the filing and recordation of the Certificate of Merger as required by the DGCL and as otherwise set forth in Section 2.6 to the Company Disclosure Schedule, no filing or registration with or notice to, and no permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, commission or authority (a "Governmental Entity") The execution, is necessary for the execution and delivery and performance by the Company of this Agreement and or the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration withhereby, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) except where the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) failure to obtain such other filings, registrations, notificationspermits, authorizations, consents or approvals, the failure approvals or to make such filings or give such notice would not have a Company Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated herebyEffect. No subsidiary of Except as set forth in Section 2.6 to the Company is required to make any filings with Disclosure Schedule, neither the SEC or Nasdaq. (b) The execution, delivery and performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not (i) conflict with or result in any breach of any provision of the Declaration respective certificate or articles of Trust incorporation or Bylaws bylaws (or similar governing documents) of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendment, cancellation, cancellation or acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries is a party or by which any of its them or any of their respective properties or assets may be bound bound, or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statuteinjunction, decree, law, ordinancestatute, rule or regulation of any Governmental Authority applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that which would not have a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The Except as set ------------------------------------- forth in Section 3.7 of the Company Disclosure Schedule, none of the execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Transactions or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company with any of the provisions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of (A) any provision of the Declaration Certificate of Trust Incorporation, the Bylaws or Bylaws similar organizational documents of the Company or any similar organizational documents of Company Subsidiary or (B) any of its subsidiariesstate securities or blue sky laws or the DGCL, (ii) require any filing by the Company with, or permit, authorization, consent or approval on behalf of the Company of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, foreign or domestic (a "Governmental Entity") (except for (A) compliance with any applicable ------------------- requirements of the Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger, including without limitation the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and any filings that may be required to be made with the relevant authorities of other states in which the Company or any Company Subsidiary is qualified to do business, (C) filings, permits, authorizations, consents and approvals as may be required under the Xxxx-Xxxxx- Xxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (D) the ------- filing with the SEC and the Nasdaq Stock Market, Inc. of (1) the Schedule 14D-9, (2) a Proxy Statement if stockholder approval is required by law and (3) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Transactions, or (E) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws), (iii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement understanding, commitment, arrangement or agreement, whether oral or written, or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of its them or any of their respective properties or assets may be bound (each, a "Company Agreement") or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), violate ----------------- any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiary or any of their respective properties or assets, except in the case of clauses (i)(B), (ii), (iii) or (iiiiv) for where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings, or (z) any such violations, breaches or defaults that would not not, individually or in the aggregate, (A) be reasonably likely to have a Company Material Adverse Effect or (B) be reasonably likely to have a material adverse effect on the Company's ability to consummate the Transactions. (a) The Company sells airline tickets only through its retail stores, through its website and through call centers. The Company has no retail store or call center located outside the United States, and its website is hosted in the United States. No ticket for airline travel originating outside the United States can be purchased from the Company on its website without a credit card that would not prevent or materially delay has a United States billing address, and no such ticket will be delivered to a mailing address outside the consummation United States. No E-tickets are available for purchase on the website. No ticket for airline travel originating outside the United States can be purchased from a Company call center (all of which are located in the United States) without using a credit card that has a United States billing address, except when a person with a credit card with a billing address outside of the transactions contemplated herebyUnited States faxes to the call center an individual authorization to use such credit card, in which case the tickets may be sent by courier to a billing address outside the United States; annual revenues from such sales to customers with European addresses do not exceed $1 million. There are no European nation-specific front pages or access pages on the Company's website.

Consents and Approvals; No Violations. Assuming that (a) The executionthe filings required under the HSR Act are made and all applicable waiting periods thereunder have been terminated or expired and any Governmental Approvals required under any other Antitrust Law have been obtained or satisfied, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (ib) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or and the Exchange Act are met, (c) the requirements under any applicable state securities or blue sky Laws are met, (d) the requirements of the NYSE in respect of the listing of the shares of Acquiror New Common Stock to be issued hereunder are met, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance filing of the Acquiror Certificate with any applicable requirements the Secretary of Nasdaq, State of the State of Delaware pursuant to Section 2.05 are made and (ivf) such other filings, registrations, notifications, authorizations, consents or approvalsthe Acquiror Stockholder Approval is obtained, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements by Acquiror and Merger Sub and the consummation by the Company Acquiror and Merger Sub of the transactions contemplated by this Agreement hereby and thereby do not and will not (i) violate or conflict with or result in any breach of any provision of the Declaration certificate of Trust incorporation or Bylaws bylaws (or the comparable governing documents) of Acquiror or any member of the Company Acquiror Group, (ii) violate or conflict with any Law or Order of any Governmental Authority applicable to Acquiror or any similar organizational documents member of the Acquiror Group or by which any of its subsidiariesor their properties or assets may be bound, (iiiii) require any Governmental Approval, or (iv) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under, under or give rise to any right of termination, amendmentcancellation or acceleration under or give rise to any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), Contract to which any member of the Company or any of its subsidiaries Acquiror Group is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a)party, violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except excluding in the case of clauses (ii) or through (iiiiv) for above, conflicts, violations, breaches approvals, breaches, defaults, rights of terminations, cancellations, accelerations, increases or defaults that losses which would not have a Material Adverse Effect on reasonably be expected, individually or in the Company and that would not prevent or materially delay aggregate, to be material to the consummation of the transactions contemplated herebyAcquiror’s business.

Consents and Approvals; No Violations. (a) The execution, delivery Except for (i) the consents and performance by approvals set forth in Section 3.4(a) of the Company Disclosure Schedule, (ii) the filing with the SEC of the preliminary proxy statement and the Proxy Statement, (iii) the filing of the Certificate of Merger with the Secretary of State pursuant to the DGCL, (iv) the approval of this Agreement by the requisite vote of the stockholders of the Company, and (v) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (B) the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and similar foreign statutes and regulations applicable to the Merger, and (C) any filings required under the rules and regulations of NASDAQ, no consents or approvals of, or filings, declarations or registrations with, any federal, state, or local court, administrative or regulatory agency or commission, or other governmental authority or instrumentality, domestic or foreign (each, a “Governmental Entity”) are necessary for the consummation by the Company of the transactions contemplated hereby or by this Agreement do the Stockholders’ Agreement, other than such other consents, approvals, filings, declarations or registrations that, if not and will obtained, made or given, would not require any filing or registration withreasonably be expected to have, notification to, or authorization, permit, consent or approval of, or other action by individually or in respect ofthe aggregate, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Company Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or NasdaqEffect. (b) The executionExcept as set forth in Section 3.4(b) of the Company Disclosure Schedule, neither the execution and delivery and performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated hereby, nor compliance by this the Company with any of the terms or provisions hereof, nor the consummation of the transactions contemplated by the Stockholders’ Agreement do not or compliance with the terms and will not provisions thereof will: (i) conflict with or result in any breach of violate any provision of the Declaration of Trust Company Charter or Bylaws Company By-laws or any of the Company or any similar organizational documents of any of its subsidiaries, Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.4(a) and the authorization hereof by the Company’s stockholders in accordance with the DGCL are duly obtained, (A) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, or injunction applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, or (B) subject to obtaining the third-party consents set forth in Section 3.4(b) of the Company Disclosure Schedule, violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) a default under, result in the termination of or give rise to any a right of terminationtermination or cancellation under, amendmentaccelerate the performance required by, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its subsidiaries Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreementlicense, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Subsidiaries is a party party, or by which they or any of its their respective properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a)affected, violate any judgmentexcept, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses clause (iiB) or (iii) above, for such violations, breaches conflicts, breaches, defaults, losses, terminations of rights thereof, accelerations or defaults that Lien creations which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The None of the ------------------------------------- execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Transactions or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company with any of the provisions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation, the Bylaws or Bylaws similar organizational documents of the Company or any similar organizational documents Company Subsidiary, state securities or blue sky (A) compliance with any applicable requirements of any of its subsidiariesthe Exchange Act, (iiB) any filings as may be required under the DGCL in connection with the Merger, (C) 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"), under the European Community Merger Regulation, as amended (the ------- "ECMR") and any comparable provisions under any applicable pre-merger ---- notification laws or regulations of foreign jurisdictions, (D) the filing with the SEC and the New York Stock Exchange, Inc. of (1) the Schedule 14D-9 and (2) a Proxy Statement if stockholder approval is required by law and other such reports under the Exchange Act as may be required in connection with this Agreement and the Transactions, and (E) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws), (iii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of its them or any of their respective properties or assets may be bound (the "Company Agreements") or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), ------------------ violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiary or any of their respective properties or assets, except in the case of clauses (ii), (iii) or (iiiiv) for where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings, or (z) any such violations, breaches or defaults that would not not, individually or in the aggregate, (I) have a Company Material Adverse Effect on the Company and that would not or (II) prevent or materially delay the consummation of the transactions contemplated herebyTransactions.

Consents and Approvals; No Violations. None of the execution, delivery or performance of this Agreement or the Company Reorganization, the consummation by Company of the Merger, the Company Reorganization or any of the other Transactions, or compliance by Company or Company Operating Partnership with any of the provisions of this Agreement or the agreements contemplated by the Company Reorganization will (a) The executioncontravene, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration Company Governing Documents, the Company OP Governing Documents or the comparable organizational or governing documents of Trust any other Company Subsidiary or Bylaws of the Company Operating Partnership Agreement, (b) require any filing by Company or any similar organizational documents Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of its subsidiariesthe Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the MGCL or the DLLCA in connection with the Merger or with respect to the transactions contemplated by the Company Reorganization, under the applicable state corporate or business organizational laws, (iii) compliance with any applicable requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (iv) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Merger, or (v) such filings as may be required in connection with state and local Transfer Taxes), (c) result in any breach of or any loss of any benefit or material increase in any cost or obligation of Company or any Company Subsidiary under, or result in a modification, or 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 any right of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any noteCompany Material Contract or Company Lease, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement (d) violate any Order or other instrument, understanding or obligation, whether written or oral (a “contract“), Law applicable to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiaries or any of their properties respective properties, assets or assets, operations or (e) result in the creation or imposition of any Lien (other than a Company Permitted Lien) on any asset of Company or any of the Company Subsidiaries; except in the case each of clauses (iib), (c), (d) or (iiie) for above where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults that has not had, and would not have reasonably be expected to have, a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The Assuming that all filings with the Governmental Authorities listed in Section 3.5(b) have been obtained or made and except as set forth on Section 3.5(a) of the Disclosure Schedule, none of the execution, delivery and or performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration withAgreement, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay nor the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance nor compliance by the Company of this Agreement and the consummation by the Company with any of the transactions contemplated by this Agreement do not and provisions hereof, will not (i) violate, conflict with or result in any a breach of any provision of the Declaration of Trust or Bylaws Organizational Documents of the Company or any similar organizational documents of any of its subsidiaries, Subsidiaries; (ii) require any consent, approval or notice under, materially violate or result in the material violation of, conflict with or result in a violation or material breach of any provisions of, constitute a default (or constitute (an event which, with or without due notice or lapse of time or both, would constitute a default) a default under, result in the termination of, accelerate the performance required by or give rise to any result in a right of termination, amendment, cancellation, termination or acceleration or result in the loss of benefits or the creation or acceleration of any right or obligation a benefit under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, Subsidiaries or any of the shares of Common Stock under the terms, conditions or provisions of any notematerial contract, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, licenseinstrument, permit, franchise, purchase order, sales order contract, agreement Permit or other instrument, understanding or obligation, whether written or oral (a “contract“), obligation to which either the Company or any of its subsidiaries Subsidiaries is a party or by to which any of its they or their respective properties or assets may be bound are subject; or (iii) subject violate, or result in the violation of, any Law or Governmental Order applicable to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree Company or any statuteof its Subsidiaries. (b) No consent, lawwaiver, ordinanceapproval, rule order or regulation of authorization of, or registration, declaration or filing with, any Governmental Authority applicable is required to be obtained or made by the Company, Company or any of its subsidiaries or any of their properties or assetsSubsidiaries in connection with the execution, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on delivery and performance by the Company and that would not prevent of this Agreement or materially delay the consummation of the transactions contemplated hereby, except for (i) compliance with any applicable requirements of the Exchange Act; (ii) 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or the comparable competition laws or foreign investment laws of other jurisdictions; or (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have or be reasonably likely to have a Material Adverse Effect.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance of this Agreement by the Company of this Agreement and or the Company Operating Partnership, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require Merger or any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereofother Transactions, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company Operating Partnership of the transactions contemplated Transactions, the execution and delivery of the Voting Agreement or compliance by the Company or the Company Operating Partnership with any of the provisions of this Agreement do not and will not (ia) contravene, conflict with or result in any breach of any provision of the Declaration Company Governing Documents, the comparable organizational or governing documents of Trust any Company Subsidiary or Bylaws the Company Operating Partnership Agreement, (b) require any filing by the Company or any Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the DGCL or the MGCL in connection with the Merger, (iii) such filings with the Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (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 or the Merger, or (vi) such filings as may be required in connection with state and local transfer Taxes), (c) result in any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any similar organizational documents of any of its subsidiariesCompany Subsidiary under, (ii) or result in a modification, 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, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any noteCompany Material Contract or Company Lease, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement (d) violate any Order or other instrument, understanding or obligation, whether written or oral (a “contract“), Law applicable to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiaries or any of their properties respective properties, assets or assetsoperations, or (e) result in the creation or imposition of any Lien (other than a Company Permitted Lien) on any asset of the Company or any of the Company Subsidiaries; except in the case each of clauses (iib), (c), (d) or (iiie) for where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults that has not had and would not reasonably be expected to have a Company Material Adverse Effect on Effect. The representations and warranties set forth in this Section 3.5 are not made with respect to the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyFinancing.

Consents and Approvals; No Violations. Except (a1) The for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act and (2) for filing of the Company Certificate of Merger and the Properties Certificate of Merger, none of the execution, delivery and or performance by the Company of this Agreement and by Parent, Company MergerCo or Properties MergerCo, the consummation by the Parent, Company MergerCo or Properties MergerCo of the transactions contemplated hereby or compliance by this Agreement do not and will not require Parent, Company MergerCo or Properties MergerCo with any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, provisions hereof will (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (ia) conflict with or result in any breach of any provision of the Declaration certificate of Trust incorporation or Bylaws bylaws of the Parent, Company MergerCo or any similar organizational documents of any of its subsidiariesProperties MergerCo, (iib) require any filing with, notice to, or permit, authorization, consent or approval of, any international, national, federal, state, provincial or local state or federal government or governmental regulatory or administrative authority, agency, commission, court, tribunal, arbitral body or self-regulated entity (each, a “Governmental Entity”), (c) result in 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 of termination, amendment, cancellation, cancellation or acceleration or other rights or obligations) under, result in a material loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries a material benefit under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), Contract to which the Parent, Company MergerCo or any of its subsidiaries Properties MergerCo is a party or by which any of its them or any of their respective properties or assets may be bound bound, (d) require any consent, approval or other authorization of, or filing with or notification to, any person under any Contracts or any Permits or (iiie) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Order applicable to the CompanyParent, any of its subsidiaries Company MergerCo or Properties MergerCo or any of their properties or assets, except in excluding from the case of foregoing clauses (iib), (c), (d) or and (iiie) for such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults that which would not have a Parent Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The execution, Neither the execution and delivery and performance by the Company of this Agreement and by Merger Company or Finance Company nor the consummation by the Merger Company or Finance Company of the transactions contemplated by this Agreement do not and hereby will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of violate any provision of the Declaration such company's certificate of Trust formation or Bylaws of the Company or any similar organizational documents of any of its subsidiarieslimited liability company agreement, (ii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed guarantee, other evidence of trustindebtedness, loan, credit agreementlicense, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company such company or any of its subsidiaries Subsidiaries is a party or by which any of its properties them or any of their assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Companysuch company, any of its subsidiaries Subsidiaries or any of their its properties or assets, ; except in the case of clauses (ii) or and (iii) for violations, breaches or defaults that which would not have a Material Adverse Effect material adverse effect on the Company business, results of operations or financial condition of such company and that would not prevent its Subsidiaries, taken as a whole, or materially impair or delay the consummation of the transactions contemplated by this Agreement. (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 Merger Company and Finance Company or the consummation by Merger Company or Finance Company of the transactions contemplated hereby, except (i) applicable requirements under Competition Laws, (ii) applicable requirements under the Securities Act and Exchange Act, (iii) the filing of the Certificate of Merger with the Secretary of State, (iv) applicable requirements under corporation or "blue sky" laws of various states or non-United States change-in-control laws or regulations, (v) applicable requirements under Environmental Laws and (vi) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not have a material adverse effect on the business, results of operations or financial condition of such company or and its Subsidiaries, taken as a whole, or materially impair or delay the consummation of the transactions contemplated by this Agreement.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance by the Company of this Agreement and by Parent or Purchaser, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Parent or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation Purchaser of the transactions contemplated hereby. No subsidiary , or compliance by Parent or Purchaser with any of the Company is required to make any filings with the SEC or Nasdaq. provisions hereof will (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (ia) conflict with or result in any breach of any provision of the Declaration organizational documents of Trust Parent or the Certificate of Incorporation or Bylaws of the Company or any similar organizational documents of any of its subsidiariesPurchaser, (iib) result in 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 of termination, amendment, cancellationcancellation or acceleration) under, acceleration or loss require the giving of benefits notice to or the creation or acceleration obtaining of any right consent or obligation under or result in the creation of approval from any Lien upon any of the properties or assets of the Company or any of its subsidiaries third party under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), Contract to which the Company Parent, Purchaser or any of its subsidiaries their respective Subsidiaries is a party or by to which any of its properties the foregoing's assets are bound, (c) require any filing by Parent or assets may be bound Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act and Securities Act, (ii) any filing pursuant to the DGCL, (iii) subject filings, permits, authorizations, consents and approvals as may be required under the HSR Act or comparable merger and notifications, laws or regulations of foreign jurisdictions, (iv) the filing or deemed filing with the SEC and The NASDAQ Stock Market, Inc. of (A) the Schedule TO, (B) the 13E-3 Transaction Statement, (C) the Company Proxy Statement, if Company stockholder approval is required by law and (D) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (v) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws, (vi) any announcements or disclosures as may be required under the United Kingdom Listing Authority's (the "UKLA") Listing Rules or by the UKLA, or (vii) any notices as may be required to be given to the government filings and other matters referred to Financial Services Authority in Section 4.4(aconnection with Multex Investor Europe), or (d) violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the CompanyParent, Purchaser, any of its subsidiaries their respective affiliates, or any of their respective properties or assets, except in the case of clauses clause (iib), (c) or (iiid) for such violations, breaches or defaults that would which, individually or in the aggregate, have not have a Material Adverse Effect on the Company and that would are not reasonably likely to prevent or materially delay the consummation of the transactions contemplated herebyOffer and the Merger in any material respect or to impair or delay in any material respect the ability of each of Parent and Purchaser to perform its other obligations under this Agreement.

Consents and Approvals; No Violations. (a) The execution, delivery and performance by the Company of this Agreement Agreement, the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement Transactions do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any foreign or domestic governmental body, courtself-regulatory organization, court or arbiter, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“”) other than (i) the filing of the Merger Filing Proposed Charter Amendments as contemplated by Article II Section 2.04 hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities and Exchange Act of 1933, as amended 1934 (the “Securities Act“), or the Exchange Act and together with the rules and regulations thereunder thereunder, the “Exchange Act”) and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or NasdaqNYSE Amex. (b) The execution, delivery and performance by the Company of this Agreement Agreement, the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated by this Agreement Transactions do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendment, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, concession, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“Contract”), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iiiii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, Company or any of its subsidiaries or any of their properties or assets, except in the case of clauses (iii) or (iiiii) for violations, breaches or defaults that would not reasonably be expected to have a Material Adverse Effect on the Company. The consummation by the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyTransactions do not and will not conflict with or result in any breach of any provision of the Company’s amended and restated certificate of incorporation, as amended by the Proposed Charter Amendments.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by this Agreement do not and the Company with any of the provisions hereof will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) subject to the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary receipt of the Company is required to make any filings with the SEC or Nasdaq. (b) The executionShareholder Approval, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach or violation of any provision of the Declaration of Trust Company Governing Documents, (ii) assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) and the Company Shareholder Approval have been obtained, all filings and notifications described in Section 4.5(b) have been made, and any waiting periods thereunder have terminated or Bylaws expired, conflict with or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any similar organizational documents of Company Subsidiary is bound, or (iii) require any of its subsidiariesconsent, approval or notice (iiexcept as contemplated by Section 4.5(b)) under, result in a violation or breach by, or any loss of any benefit or material increase in any cost or obligation of, the Company or any Company Subsidiary, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to any right of termination, amendment, cancellationcancellation or acceleration) under, acceleration or loss of benefits or result in the creation or acceleration triggering of any right or obligation under payment or result in the creation of any Lien upon Encumbrance on any of the properties property or assets asset of the Company or any of its subsidiaries under, the Company Subsidiaries pursuant to any of the terms, conditions or provisions of any Company Material Contract, Company Major Lease, Company Management Agreement, Company Franchise Agreement or Company Ground Lease to which Company or any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound, or give rise to any right of purchase, first offer or forced sale under or result in the creation of an Encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture, deed of trustcontract, loan, credit agreement, ground lease, license, permit, franchise, purchase order, sales order contract, agreement permit or other instrument, understanding or obligation, whether written or oral (a “contract“), legally binding obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of its properties or assets may be bound or (iii) subject party, except as to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of foregoing clauses (ii) or and (iii) for any such filings, notices, permits, authorizations, consents, approvals, violations, breaches breaches, defaults or defaults other occurrences that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect. (b) None of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyhereby or compliance by the Company with any of the provisions hereof will require any filing by the Company or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any Governmental Authority, except (i) the filing with the SEC of the Form S-4 and Proxy Statement and such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) any filings required by, state securities or state “blue sky” Laws, (iii) any filings required under the rules and regulations of the NYSE, (iv) the filing of the Articles of Merger with, and the acceptance for record of the Articles of Merger by, the SDAT and the filing of the Certificate of Merger with, and the acceptance for filing of the Certificate of Merger by, the DSOS, (v) such filings as may be required in connection with state and local Transfer Taxes, and (vi) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) The No filing with or notice to, and no license, permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Sellers for the execution, delivery and performance by the Company Sellers of this Agreement and or the consummation by the Company Sellers of the transactions contemplated by this Agreement do not and will not require any filing or registration withAgreement, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than except for (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange HSR Act and under any non-U.S. Antitrust Laws and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, Investment Canada Act; (iiiii) compliance with any applicable requirements foreign, state or federal licenses or permits relating to the Business listed on Section 3.4 of Nasdaq, and the Seller Disclosure Schedule; or (iviii) any such other filings, registrationsnotices, notificationslicenses, permits, authorizations, registrations, consents or approvals, the failure to make or obtain have not had or would not have a Material Adverse Effect reasonably be expected to, individually or that would prevent in the aggregate, (A) prevent, materially delay or materially delay impair the consummation of the transactions contemplated herebyby this Agreement; or (B) be material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole. No subsidiary Assuming compliance with the items described in clauses (i) through (iii) of the Company is required to make any filings with preceding sentence, neither the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which Sellers are a party nor the consummation by the Company Sellers of the transactions contemplated by this Agreement do not and will not (i1) conflict with or result in any breach breach, violation or infringement of any provision of the Declaration respective articles of Trust incorporation or Bylaws by-laws (or similar governing documents) of Sellers or any member of the Company or any similar organizational documents of any of its subsidiariesEducation Group, (ii2) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement Material Contract or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound Lease or (iii3) subject to the government filings and other matters referred to in Section 4.4(a), violate or infringe any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Law applicable to any member of the Company, any of its subsidiaries Education Group or any of their respective properties or assets, except in the case of clauses (ii2) or (iii3) for breaches, violations, breaches infringements, defaults, Liens or defaults other rights that have not had or would not have a Material Adverse Effect on reasonably be expected to, individually or in the Company and that would not prevent aggregate, (I) prevent, materially delay or materially delay impair the consummation of the transactions contemplated herebyby this Agreement; or (II) be material to the Education Group, including the Transferred Companies and their Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Merger or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) Transaction or compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company with any of the provisions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (ia) conflict with or result in any breach of any provision of the Declaration Company Governing Documents or the comparable organizational or governing documents of Trust or Bylaws of any Company Significant Subsidiary, (b) require any filing by the Company or any similar organizational documents Company 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, or any self-regulatory or quasi-governmental authority (each, a “Governmental Entity”) (except for (i) compliance with any applicable requirements of its subsidiariesthe Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) any filings as may be required under the LLC Act and the MGCL in connection with the Merger, (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 Securities and Exchange Commission (the “SEC”) as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) a joint proxy statement in preliminary and definitive form relating to the Company Shareholder Meeting and the Parent Shareholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and (B) a registration statement on Form S-4 pursuant to which the offer and sale of Parent Common Shares in the Merger and the Parent Series A Preferred Shares will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included (together with any amendments or supplements thereto, the “Form S-4”), (v) such filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) in connection with this Agreement or the Merger, (vi) 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) result in a modification, 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, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any noteCompany Material Contract, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iiid) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary Order or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Law applicable to the Company, any Subsidiary of its subsidiaries the Company, or any of their properties respective properties, assets or assets, operations; except in the case each of clauses (iib), (c) or (iiid) for where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults that has not had and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or have a material adverse effect on the Company and that would not prevent or materially delay the consummation ability of the transactions contemplated herebyCompany to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. (a) The execution, delivery and performance by Except as set forth in Section 4.5 of the Company Disclosure Letter, none of the execution and delivery of this Agreement and by the Company, the performance of or compliance with this Agreement, the consummation by the Company of the transactions contemplated Merger or any other Transaction or compliance by the Company with any of the provisions of this Agreement do not and will not (a) assuming receipt of the Company Stockholder Approval, conflict with, result in any breach of or violate any provision of the Company Governing Documents or the comparable organizational or governing documents of any Company Subsidiary, (b) require any filing by the Company or registration any Company Subsidiary with, notification toor the obtaining of any permit, or authorization, permit, consent or approval of, or other action by or in respect of, of any governmental body, court, agency, commission, official or regulatory or other authority Governmental Entity (collectively, “Governmental Authority“) other than except for (i) the filing with the SEC of (A) the Joint Proxy Statement and of the Merger Filing as contemplated by Article II hereofForm S-4 and the declaration of effectiveness of the Form S-4, and (iiB) filings with the Securities such reports under, and Exchange Commission (the “SEC“) and other compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and Securities Act, (ii) any other applicable U.S. federal and state securities lawsfilings as may be required under the MGCL or the MLLCA in connection with the Merger, (iii) compliance such filings with any applicable requirements of Nasdaq, the SEC as may be required to be made by the Company in connection with this Agreement and the Merger or (iv) such other filingsfilings as may be required in connection with state and local transfer Taxes), registrations(c) require any consent or approval under, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiariesmodification, (ii) result in a violation or breach of, or any loss of any benefit or increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event which with or without due notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) a default underof, or give rise to any right of terminationpurchase, amendment, cancellation, acceleration first offer or loss of benefits or the creation or acceleration of any right or obligation forced sale under or result in the creation of a Lien on any Lien upon any of the properties property or assets asset of the Company or any of its subsidiaries underCompany Subsidiary pursuant to, any of the terms, conditions or provisions of any noteCompany Agreement, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase Company Lease or Master Lease or (d) violate any order, sales order contractwrit, agreement injunction, decree or other instrument, understanding or obligation, whether written or oral (a “contract“), Law applicable to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, ; except in the case respect of clauses (iib), (c) or (iiid) for where (x) such failures to obtain such permits, authorizations, consents or approvals, (y) such failures to make such filings or (z) such failures to obtain such consents or approvals or any such modifications, violations, breaches breaches, losses, increases, defaults, terminations, accelerations, cancellations, rights or defaults that Liens have not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. Assuming (a) The execution, delivery and performance by the Company of this Agreement filings required under the HSR Act are made and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing waiting periods thereunder (if applicable) have been terminated or registration withexpired, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (ib) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or and the Exchange Act are met, including the filing with the SEC of the Proxy Statement and the rules Form S-4 in which the Proxy Statement will be included as a prospectus, and regulations thereunder and the declaration of effectiveness of such Form S-4, (c) the requirements under any other applicable U.S. federal and state securities lawsor blue sky laws are met, (iiid) compliance with any applicable the requirements of Nasdaqthe American Stock Exchange in respect of the listing of the shares of Surviving Corporation Common Stock to be issued hereunder are met, (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, required by the DGCL and the NCBCA, are made, and (ivf) such other filings, registrations, notifications, authorizations, consents or approvalsthe Transpro Stockholder Approval is obtained, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, execution and delivery and performance by the Company of this Agreement and the Ancillary Agreements by Transpro and the consummation by the Company Transpro of the transactions contemplated by this Agreement Transactions do not and will not (i) violate or conflict with or result in any breach of any provision of its certificate of incorporation or bylaws or the Declaration of Trust or Bylaws of the Company or any similar organizational comparable governing documents of any of its subsidiariesSubsidiaries, (ii) violate or conflict with any Law or Order of any Governmental Entity applicable to Transpro or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (iii) require any filing with, or Permit, consent or approval of, or the giving of any notice to, any Governmental Entity, or (iv) result in 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 of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right or obligation under of, or result in the creation of any Lien Encumbrance upon any of the properties or assets of the Company Transpro or any of its subsidiaries 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 note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), Contract to which the Company Transpro or any of its subsidiaries Subsidiaries is a party party, or by which Transpro or any of its properties or assets Subsidiaries may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a)bound, violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except excluding in the case of clauses (iii) or through (iiiiv) for above, conflicts, violations, breaches breaches, defaults, rights of payment and reimbursement, terminations, modifications, omissions, accelerations and creations and impositions of Encumbrances which would not, individually or defaults that would not in the aggregate, reasonably be expected to have a Transpro Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than Except for (i) the filing of a premerger notification report under the Merger Filing as contemplated by Article II hereof, HSR Act and the expiration or termination of the applicable waiting period with respect thereto; (ii) filings the filing with the SEC of the Proxy Statement/Prospectus, the Registration Statement, such reports under Section 13(a) of the Exchange Act and such other compliance with the Securities Act and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder as may be required in connection with this Agreement and any other applicable U.S. federal the transactions contemplated hereby, and state securities laws, the obtaining from the SEC of such orders as may be so required; (iii) compliance the filing of a Certificate of Merger with any applicable requirements the Secretary of Nasdaq, and State of the State of Delaware; (iv) such other filings and approvals as may be required by any applicable state securities or "blue sky" laws; (v) any required approvals of the NCUC, the PSCSC, and FERC; and (vi) the filing of an exemption statement on Form U-3A-2 with the SEC pursuant to PUHCA, no filing or registration with, and no permit, authorization, consent, order or approval of, any Governmental Authority is necessary or required in connection with the execution and delivery of this Agreement by CP&L or Merger Subsidiary or for the consummation by CP&L or Merger Subsidiary of the transactions contemplated by this Agreement. Assuming that all filings, registrations, notificationspermits, authorizations, consents consents, orders and approvals contemplated by the immediately preceding sentence have been duly made or approvalsobtained, neither the failure to make would not have a Material Adverse Effect or that would prevent or materially delay execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC hereby by CP&L or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and Merger Subsidiary will not (i) conflict with or result in any breach of any provision of the Declaration Articles of Trust Incorporation, bylaws, partnership or Bylaws of the Company joint venture agreements or any similar other organizational documents of any of its subsidiariesthe CP&L Companies, (ii) result in 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 of termination, amendmentcancellation or acceleration) under, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or otherwise result in the creation any diminution of any Lien upon any of the properties or assets rights of the Company or any of its subsidiaries underCP&L Companies with respect to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement Contract or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries the CP&L Companies is a party or by which it or any of its them or any of their properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries CP&L or any of their properties or assetsassets except, except in the case of clauses subsections (ii) or (iii) above, for violations, breaches or defaults that would not not, individually or in the aggregate, have a Material Adverse Effect on the Company CP&L and that would will not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The execution, execution and delivery and performance of this Agreement by the Company of this Agreement does not and the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than not: (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with violate or result in any a breach of any provision provisions of the Declaration of Trust or Bylaws Constituent Documents of the Company or any similar organizational documents of any of its subsidiaries, Company Subsidiary; (ii) result violate in a violation any material respect any Law binding upon or breach ofotherwise applicable to the Company or any Company Subsidiary, or constitute any of their respective material properties or assets (assuming compliance with or without due notice or the matters set forth in Section 3.6(b)); (iii) result, after the giving of notice, with lapse of time time, or both) otherwise, in any material violation, default or loss of a default benefit under, or give rise to any right of termination, amendment, cancellation, permit the acceleration or loss of benefits or the creation or acceleration termination of any right or obligation under or require any consent under, any Company Contract or any agreement relating to the Company Leased Real Property; (iv) result in the creation or imposition of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of Company Subsidiary; or (v) cause the terms, conditions suspension or provisions revocation of any noteCompany Permit, bondexcept, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (iiiii), (iv) and (v), as would not, individually or (iii) for violationsin the aggregate, breaches or defaults that would not have reasonably be expected to result in a Material Adverse Effect on the Company and that would not or prevent or materially delay the consummation of the transactions contemplated hereby. (b) No clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity is required to be made or obtained by the Company or any Company Subsidiary in connection with the execution or delivery of this Agreement by the Company, the execution and delivery of the Stockholder Agreements, or the consummation by the Company of the transactions contemplated hereby, except for: (i) compliance with the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (ii) the filing of the Certificate of Merger with, and acceptance for record by, the Secretary of State of the State of Delaware in accordance with the DGCL and appropriate documents with the relevant authorities of other states in which the Company is qualified to do business and such filings with Governmental Entities to satisfy the applicable requirements of state securities or “blue sky” or state takeover or competition Laws; (iii) the filings with the SEC of (A) if the Company Stockholder Approval is required by applicable Law, the Proxy Statement, (B) the Offer Documents, (C) the Schedule 14D-9 and (D) such reports and other filings under and such other compliance with the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby; and (iv) any such other clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company or prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The executionExcept for applicable requirements of the Securities Act, delivery applicable state securities laws and performance the filing and recordation of a Certificate of Merger, as required by the Company GCL and such other filings, permits, authorizations, consents or approvals which if not obtained or made would not individually or in the aggregate have a Material Adverse Effect on the Company, no filing with, and no permit, authorization, consent or approval of, any public body or authority, including courts of this Agreement and competent jurisdiction, domestic or foreign ("GOVERNMENTAL ENTITY"), is necessary for the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or Agreement. Except as set forth in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary Section 4.04 of the Company is required to make any filings with Disclosure Schedule, neither the SEC or Nasdaq. (b) The execution, execution and delivery and performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated hereby nor compliance by this Agreement do not and the Company with any of the provisions hereof will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation or Bylaws of the Company or any similar organizational documents of any of its subsidiariesthe Subsidiary, (ii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries the Subsidiary is a party or by which any of its them or any of their properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, material order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinancetreaty, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries the Subsidiary or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would which are not have a Material Adverse Effect on in the aggregate material to the business, operations or financial condition of the Company and that would the Subsidiary taken as a whole and which will not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except for (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or and the Exchange Act Act, including the filing with and clearing by the rules and regulations thereunder and any other applicable U.S. federal and state securities lawsSEC of the Form S-4, (iiib) compliance with the filing of the Davel Financing Certificate of Merger as required by the Delaware Law and Delaware LLC Act, (c) the filing of the PhoneTel Certificate of Merger as required by Ohio Law, (d) such filings and consents as may be required under any applicable requirements of Nasdaqenvironmental law pertaining to any notification, disclosure or required approval triggered by the Transactions, and (ive) such other filingsconsents, approvals, orders, authorizations, notifications, registrations, notificationsdeclarations and filings as may be required by state public utility or public service commissions or under the corporation, authorizationstakeover or blue sky laws of various states, consents no filing with or approvalsprior notice to, the failure to make would not have a Material Adverse Effect and no permit, authorization, consent or that would prevent or materially delay approval of any Governmental Entity is necessary for the consummation by Davel or P Sub of the transactions contemplated herebyTransactions. No subsidiary Except as set forth in Section 5.05 of the Company is required to make any filings with Davel Disclosure Letter, neither the SEC or Nasdaq. (b) The execution, execution and delivery and performance by the Company of this Agreement and by Davel or P Sub, nor the consummation by the Company Davel or P Sub of the transactions contemplated Transactions nor compliance by this Agreement do not and Davel or P Sub with any of the provisions hereof, will not (i) conflict with or result in any breach violation of any provision of the Declaration articles of Trust incorporation or Bylaws bylaws, or comparable organizational documents, of the Company Davel or any similar organizational documents of any of its subsidiariesDavel Subsidiary, (ii) at the Davel Effective Time, result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, mortgage indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company Davel or any of its subsidiaries Davel Subsidiary is a party or by which any of its them or any of their respective properties or assets may be bound bound, or (iii) subject to the government governmental filings and other matters referred to above in this Section 4.4(a)5.05, violate any judgmentFederal, state, local or foreign order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, Davel or any of its subsidiaries Davel Subsidiary or any of their properties or assets, except in excluding from the case of foregoing clauses (ii) or and (iii) for violations, breaches or defaults that which would not not, individually or in the aggregate, be reasonably expected to have a Davel Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The None of the ------------------------------------- execution, delivery and or performance by the Company of this Agreement and by Parent or the Purchaser, the consummation by Parent or the Company Purchaser of the transactions contemplated Transactions or compliance by this Agreement do not and will not require Parent or the Purchaser with any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and provisions hereof will not (i) conflict with or result in any breach of any provision of the Declaration organizational documents of Trust Parent or Bylaws the Certificate of Incorporation or By-Laws of the Purchaser, (ii) require any filing by Parent or the Purchaser with, or permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of an agreement of merger together with an officer's certificate of the Company or any similar organizational documents of any of its subsidiariesand the Purchaser pursuant to the GCL, (iiiii) filings, permits, authorizations, consents and approvals as may be required under, the HSR Act, (iv) the filing with the SEC and the Nasdaq Stock Market, Inc. of (A) the Schedule 14D-1, (B) a proxy statement relating to shareholder approval, if such approval is required by law and (C) such reports under Section 13(a) as may be required in connection with this Agreement and the transactions contemplated by this Agreement or (iv) such filings and approvals as may be required by any applicable state securities, "blue sky" or takeover laws), (iii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company Parent, or any of its subsidiaries Subsidiaries or the Purchaser is a party or by which any of its them or any of their respective properties or assets may be bound bound, or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunc- tion, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the CompanyParent, any of its subsidiaries Subsidiaries or any of their properties or assets, except in the case of clauses clause (ii), (iii) or (iiiiv) for such violations, breaches or defaults that which would not have a Material Adverse Effect on not, individually or in the Company aggregate, impair in any material respect the ability of each of Parent and that would not 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 contemplated herebyTransactions.

Consents and Approvals; No Violations. (a) The execution, delivery Except such as shall have been obtained prior to the Closing and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than except for (i) the filing of the Merger Filing such filings and approvals as contemplated may be required by Article II hereofany federal securities Laws, (ii) filings with the Securities and Exchange Commission (the “SEC“) and including compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or and the Exchange Act and Act, (ii) compliance with the rules and regulations thereunder and any other applicable U.S. federal and state securities lawsof The NASDAQ Global Select Market, (iii) compliance the filing of the Plan of Merger and related documentation with any applicable requirements the Registrar of NasdaqCompanies of the Cayman Islands and publication of notice of the Merger in the Cayman Islands Governmental Gazette, in each case as required by the Cayman Companies Law, and (iv) such other filingsany PRC Regulatory Filing, registrationsno filing with or notice to, notificationsand no permit, authorizationsauthorization, consents consent or approvalsapproval of, any supranational, national, state, municipal or local court or tribunal or administrative, governmental, quasi-governmental or regulatory body, agency or authority (a “Governmental Entity”) is necessary for the failure to make would not have a Material Adverse Effect execution and delivery by DouYu of this Agreement or that would prevent or materially delay the consummation by DouYu of the transactions contemplated hereby. No subsidiary of , including the Company is required to make any filings with the SEC or NasdaqMerger. (b) The execution, delivery and performance by the Company of this Agreement by DouYu does not, and the consummation by the Company DouYu of the transactions contemplated by this Agreement do not and hereby will not not, constitute or result in, (i) conflict with or result in (assuming the Required DouYu Vote is duly obtained and passed) any breach of any provision of the Declaration DouYu Memorandum and Articles of Trust Association or Bylaws of the Company or any similar organizational respective governing documents of any of its subsidiariesthe Subsidiaries of DouYu, (ii) result in 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 of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right obligation or obligation under or result in the creation of any Lien upon (other than any Lien created as a result of the properties any actions taken by Huya or assets of the Company or any of its subsidiaries Merger Sub)) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrumentinstrument (each, understanding or obligation, whether written or oral (a “contract“), Contract”) or obligation to which the Company DouYu or any of its subsidiaries Subsidiaries is a party or by which any of its them or any of their respective properties or assets may be bound (collectively, the “DouYu Agreements”), or (iii) subject to (assuming the government filings Required DouYu Vote is duly obtained and other passed and compliance with the matters referred to in Section 4.4(a3.7(a), ) violate any judgment, order, writ, preliminary Law or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Judgment applicable to the Company, DouYu or any of its subsidiaries Subsidiaries or any of their respective properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that which would not not, individually or in the aggregate, reasonably be expected to have a DouYu Material Adverse Effect on the Company and that would not or prevent or materially delay impair the consummation ability of DouYu to consummate the Merger and the other transactions contemplated hereby. There are no third-party consents and approved required to be obtained under the DouYu Agreements as a result of the change-in-control of DouYu which would reasonably be expected to prevent or materially impair the ability of DouYu to consummate the Merger and the other transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any United States federal, state, local, foreign, supranational or other governmental body, court, agency, commission, official or regulatory or other authority (collectively, “"Governmental Authority“Entities") other than (i) the filing of the Certificate of Merger Filing as contemplated by Article II I hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19331976, as amended (the “Securities "HSR Act“"), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, the Exchange Act and (iv) such other filingsany filing, registrations, notifications, authorizations, consents registration or approvals, notification the failure of which to make or any authorization, permit, consent or approval the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect or that would prevent or materially delay on the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or NasdaqCompany. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendment, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, or require consent pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, concession, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral obligation (a “"contract“), ") to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree (each an "Order") or any statute, law, ordinance, rule or regulation of any Governmental Authority Entity (each, a "Law") applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches breaches, defaults, rights, or defaults Liens that would not reasonably be expected to have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyCompany.

Consents and Approvals; No Violations. Assuming (a) The executionthe filings required under the Antitrust Laws are made and the applicable waiting periods thereunder have been terminated or have expired, (b) the requirements of the Exchange Act relating to the Offer and the Proxy Statement, if any, are met, (c) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL, are made and (d) approval of this Agreement and the Merger by the stockholders of the Company, if required by the DGCL, is received, the execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby shall not: (i) violate or conflict with any provision of the Company's Certificate of Incorporation or the Company's By-Laws or the comparable governing documents of any of its Subsidiaries; (ii) violate or conflict with any Law applicable to the Company or any of its Subsidiaries or by this Agreement do not and will not which any of their respective properties or assets may be bound; (iii) except as set forth on Schedule 4.4 of the Company Disclosure Letter, require any filing or registration with, notification to, or authorization, permitPermit, consent or approval of, or other action by or in respect ofthe giving of any notice to, any governmental body, court, agency, commission, official Governmental Entity; or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary except as set forth on Schedule 4.4 of the Company is required to make any filings with the SEC or Nasdaq. (b) The executionDisclosure Letter, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in a violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a default under, under (or give rise to any right of termination, amendment, cancellation, payment or acceleration or loss of benefits or the creation or acceleration of any right which becomes effective upon the occurrence of a merger, consolidation, or obligation under or change of control under), result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries 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 or any right which becomes effective upon the occurrence of a merger, consolidation or change of control under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlicense, loanfranchise, credit Permit, agreement, contract, arrangement, lease, license, permit, franchise, purchase order, sales order contract, franchise agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Subsidiaries is a party party, or by which any such Person or any of its properties or assets may be bound are bound, other than any such breaches, conflicts, defaults, obligations, rights of termination, cancellations, accelerations or (iii) subject to the government filings and other matters referred to losses that are immaterial in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebynature.

Consents and Approvals; No Violations. (a) The execution, Neither the execution and delivery and performance by the Company Buyer of this Agreement and the nor consummation by the Company Buyer of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or Sales Transaction in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings accordance with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and terms hereof will not (i) conflict with or result in any breach of any provision of the Declaration Articles of Trust Incorporation or Bylaws Code of the Company or any similar organizational documents Regulations of any of its subsidiaries, Buyer; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) both a default under, or give rise to any right of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right or obligation under under, or result in the creation forfeiture of any Lien upon rights under, or create any right under, or require the consent or approval of the properties or assets of the Company or any of its subsidiaries person under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), contract to which the Company Buyer or any subsidiary of its subsidiaries Buyer is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree Buyer or any statutesubsidiary of Buyer or their respective assets are bound except for such violations, lawbreaches, ordinancedefaults, rule or regulation terminations, cancellations, accelerations, forfeitures of any Governmental Authority applicable rights, creations of any rights, or failure to the Companyobtain consents or approvals of any Person which, any of its subsidiaries individually or any of their properties or assets, except in the case of clauses (ii) or (iii) for violationsaggregate, breaches or defaults that would not have a Material Adverse Effect on Buyer and its subsidiaries taken as a whole; or (iii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to Buyer. No filing or registration with or authorization, consent or approval of any federal or state commission, governmental body, regulation agency, authority or tribunal (collectively "Governmental Entity") is required by Buyer in connection with the Company execution and that would not prevent delivery of this Agreement by Buyer or materially delay is necessary for the consummation of the transactions contemplated herebySales Transaction by Buyer, except for: (i) applicable requirements, if any, of any applicable United States securities laws and the New York Stock Exchange; (ii) other consents, orders authorizations, registrations, declarations and filings the failure of which to be obtained or made would not, individually or in the aggregate, have a Material Adverse Effect on Buyer, or prevent the consummation of the Sales Transaction.

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 Merger, the Manager Contribution or any of the other 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) The executioncontravene, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust Parent Governing Documents, Parent OP Governing Documents, the Merger Sub Governing Documents or Bylaws of the Company comparable organizational or any similar organizational 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 its subsidiariesany permit, authorization, consent or approval of, any Governmental Entity (except for (i) compliance with any applicable requirements of the Exchange Act, (ii) any filings as may be required under the MGCL or the DLLCA in connection with the Merger, (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, the Merger or the Manager Contribution or (vi) such filings as may be required in connection with state and local Transfer Taxes), (c) result in any breach of or any loss of any benefit or material increase in any cost or obligation of Parent or any Parent Subsidiary under, or result in a modification, or 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 any right of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any noteParent Material Contract, bondParent Lease or Parent Residential Lease, mortgage(d) violate any Order or Law applicable to Parent, indentureParent Operating Partnership, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company Merger Sub or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Parent Subsidiary or any of their properties respective properties, assets or assetsoperations or (e) result in the creation or imposition of any Lien (other than a Parent Permitted Lien) on any asset of Parent, Parent Operating Partnership, Merger Sub or any Parent Subsidiaries; except in the case each of clauses (iib), (c), (d) or (iiie) for above where (A) any failure to obtain such permits, authorizations, consents or approvals, (B) any failure to make such filings or (C) any such modifications, violations, rights, impositions, breaches or defaults that has not had, and would not have reasonably be expected to have, a Parent Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The executionOther than as set forth on Schedule 3.12 attached hereto, the execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendmentcancellation, payment or acceleration) under any Material Contract. (b) Other than as set forth on Schedule 3.12 attached hereto, the execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not: (1) violate any provision of the certificate of incorporation or by-laws (or other similar organizational documents) of the Company or any of the Company's subsidiaries; (2) violate any statute, ordinance, rule, regulation, order or decree of any court or of any governmental or regulatory body, agency or authority applicable to the Company or any of the Company's subsidiaries or by which any of their respective properties or assets may be bound; (3) require the Company or any of the Company's subsidiaries to make or obtain any filing with or permit, consent or approval of or give any notice to, any governmental or regulatory body, agency or authority; or (4) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, acceleration payment or loss of benefits or the creation or acceleration of any right or obligation under acceleration) under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its the Company's subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlicense, loanfranchise, credit permit, agreement, lease, license, permit, franchise, purchase order, sales order contract, franchise agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its the Company's subsidiaries is a party party, or by which the Company or any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its 's subsidiaries or any of their respective properties or assets, assets is bound except in the case of clauses (ii3) or and (iii4) above, for such violations, filings, permits, consents, approvals, notices, breaches or defaults that conflicts which would not have a Material Adverse Effect material adverse effect on (i) the Condition of the Company and that would not prevent its subsidiaries, taken as a whole, or materially delay (ii) the consummation ability of the Company to consummate the transactions contemplated herebyhereby or to perform its obligations hereunder.

Consents and Approvals; No Violations. (a) The execution, Neither the execution and delivery and performance by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company Parent or Merger Sub of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and their obligations hereunder will not (i) conflict with or result in any breach of any provision of the Declaration certificate of Trust incorporation or Bylaws by-laws (or other governing or organizational documents) of the Company Parent or any similar organizational documents of any of its subsidiariesMerger Sub, or (ii) result in 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 of termination, amendment, cancellation, cancellation or acceleration or loss of benefits obligation to repurchase, repay, redeem or the creation acquire or acceleration of any similar right or obligation obligation) under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indentureletter of credit, deed other evidence of trustindebtedness, loan, credit agreement, leaseguarantee, license, permit, franchise, purchase order, sales order contract, lease or agreement or other instrument, understanding similar instrument or obligation, whether written or oral (a “contract“), obligation to which the Company Parent or any of its subsidiaries Merger Sub is a party or by which any of its properties them or any of the respective assets used or held for use by any of them may be bound or (iii) subject to assuming that the government filings filings, registrations, notifications, authorizations, consents and other matters approvals referred to in Section 4.4(a)subsection (b) below have been obtained or made, as the case may be, violate any judgment, order, writinjunction, preliminary or permanent injunction or decree or any decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable Entity to which Parent or Merger Sub is subject, excluding from the Company, any of its subsidiaries or any of their properties or assets, except in the case of foregoing clauses (ii) or and (iii) for violationssuch requirements, breaches defaults, breaches, rights or defaults violations that would not not, in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Effect. (b) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the Company execution and that delivery of this Agreement by Parent or Merger Sub or the performance by them of their obligations hereunder, except (i) the filing of the Certificate of Merger in accordance with the DGCL; (ii) compliance with any applicable requirements of the HSR Act or any non-U.S. laws regulating competition, antitrust, investment or exchange controls; (iii) compliance with any applicable requirements of the Exchange Act; (iv) compliance with any applicable requirements of state blue sky or takeover laws and (v) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent or materially delay the consummation of the transactions contemplated herebyreasonably be expected to have a Parent Material Adverse Effect.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance by the Company of this Agreement and by the Company, the acceptance for payment or acquisition of Shares pursuant to the Offer, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Merger or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) Transaction or compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company with any of the provisions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration Company Governing Documents or the organizational documents of Trust or Bylaws of any Company Subsidiary, (ii) require any filing by the Company or any similar organizational documents Company Subsidiary, or the permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, foreign, federal, state, local or supernational entity (a “Governmental Entity”) (except for (A) compliance with any applicable requirements of any of its subsidiariesthe Exchange Act, (iiB) any filings as may be required under the DGCL in connection with the Merger, (C) 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”) and the Required Governmental Approvals, or (D) the filing with the SEC and the Nasdaq of (1) the Schedule 14D-9, (2) a Proxy Statement if stockholder approval of the Merger is required by applicable law, (3) the information required by Rule 14f-1 under the Exchange Act and (4) such reports under Section 13(a) of the Exchange Act as may be required in connection with this Agreement and the Offer and the Merger), (iii) automatically result in a modification, 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, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, deed of trust, loan, credit agreement, lease, license, permitcontract or agreement, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of its them or any of their respective properties or assets may is bound (the “Company Agreements”) and which are set forth on the Company Disclosure Schedule or should be bound so set forth (such Company Agreements, the “Company Scheduled Agreements”) or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiary or any of their respective properties or assets, ; except in the case of clauses (ii), (iii) or (iiiiv) for where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, breaches or defaults that have not had and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or have a material adverse effect on the ability of the Company to consummate the Offer, the Merger and the other Transactions. (b) The Company and the Company Board of Directors have taken all action reasonably necessary to (i) render the Company Rights inapplicable to this Agreement, the Support Agreements, the Offer, the Merger and the other Transactions and (ii) ensure that would (A) neither Parent nor any of its stockholders, affiliates or associates is or will become an “Acquiring Person” (as defined in the Company Rights Agreement) solely by reason of this Agreement, the Support Agreements, the Offer, the Merger or any other Transaction, (B) a “Distribution Date” (as defined in the Company Rights Agreement) shall not prevent occur solely by reason of this Agreement, the Support Agreements, the Offer, the Merger or materially delay any other Transaction and (C) the consummation of Company Rights shall expire at the transactions contemplated herebyEffective Time.

Consents and Approvals; No Violations. Assuming (ai) The executionthe filings required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") are made and the waiting period thereunder has been terminated or expired, (ii) the shareholders of the Company approve the Merger and (iii) the Merger Documents are accepted for filing with the California Secretary of State, the execution and delivery and performance of this Agreement by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not (a) violate any provision of the articles of incorporation or by-laws of the Company or any of its Subsidiaries, (b) violate any statute, ordinance, rule, regulation, order or decree of any court or any governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries, (c) require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect ofthe giving of any notice to, any governmental or regulatory body, courtagency or authority, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (iA) the filing or appropriate documents with (including those on Form A), and the approval of, the respective commissioners of insurance (or equivalent regulatory bodies) of the State of California and such other states as may be required as a result of the Merger to continue the business of the Company and its Subsidiaries as it is conducted and where it is conducted as of the date hereof (the "Insurance Approvals"), which Insurance Approvals are listed on Schedule 3.22, and (B) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings Registration Statement with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by Prospectus/Proxy Statement with the Company of NYSE and the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiariesNASD, (iid) result in 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 of termination, amendment, cancellation, acceleration payment or loss of benefits or the creation or acceleration of any right or obligation under acceleration) under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under, Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlicense, loanfranchise, credit permit, agreement, lease, license, permit, franchise, purchase order, sales order contract, franchise agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which either the Company or any of its subsidiaries Subsidiaries is a party party, or by which either the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or bound, excluding from the foregoing clauses (iii) subject to the government filings and other matters referred to in Section 4.4(ab), violate any judgment(c) and (d) filings, ordernotices, writpermits, preliminary or permanent injunction or decree or any statuteconsents and approvals the absence of which, lawand violations, ordinancebreaches, rule or regulation of any Governmental Authority applicable to the Companydefaults, any of its subsidiaries or any of their properties or assetsconflicts and liens which, except in the case of clauses (ii) or (iii) for violationsaggregate, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyits Subsidiaries, taken as a whole.

Consents and Approvals; No Violations. Except for filings, permits, authorizations, consents and approvals as may be required under applicable requirements of the Securities Act, the Exchange Act, state securities or blue sky laws, the rules and regulations of the Nasdaq National Market, and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (athe "HSR Act"), any filings under similar competition or merger notification laws or regulations of foreign Governmental Entities, and the filing and recordation of the Certificate of Merger as required by the DGCL, no material filing with or notice to and no material permit, authorization, consent or approval of any United States (federal, state or local) The executionor foreign court or tribunal, or administrative, governmental or regulatory body, agency or authority (each a "Governmental Entity") is necessary for the execution and delivery and performance by the Company of this Agreement and or the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of Neither the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not (i) conflict with or result in any a breach of any provision of the Declaration respective Certificate of Trust Incorporation or Bylaws bylaws (or similar governing documents) of the Company or any similar organizational documents of any of its subsidiariesSubsidiary, (ii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or loss of benefits or the creation or acceleration of any right or obligation Lien) under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase Material Contract or (iii) violate any material order, sales order contractwrit, agreement injunction, decree, law, statute, rule or other instrument, understanding or obligation, whether written or oral (a “contract“), regulation applicable to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Subsidiary or any of their respective properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Merger or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) Transaction or compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company with any of the provisions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (ia) conflict with or result in any breach of any provision of the Declaration of Trust Company Governing Documents or Bylaws of the Company comparable organizational or any similar organizational governing documents of any of its subsidiariesSubsidiaries; (b) require any filing by the Company or any of its Subsidiaries 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) or any self-regulatory or quasi-governmental authority (each, a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Exchange Act; (ii) the filing of the Plan of Merger and related documentation 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) filing, permits, authorizations, consents and approvals as may be required under any applicable competition Law or applicable investment Law (collectively, “Competition Laws”); (iv) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) the joining of the Company in the filing of the Schedule 13E-3, and (B) the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the staff of the SEC, if any, on the Schedule 13E-3; (v) such filings as may be required under the rules and regulations of NASDAQ in connection with this Agreement or the Merger; or (vi) such filings as may be required in connection with state and local transfer taxes); (c) result in a modification, 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 any right of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries Subsidiary is a party or by which any of its properties or assets may be bound party; or (iiid) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary Order or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Law applicable to the Company, any Subsidiary of its subsidiaries the Company, or any of their properties respective properties, assets or assets, operations; except in the case each of clauses (iib), (c) or (iiid) for where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings, or (z) any such modifications, violations, rights, impositions, breaches or defaults that defaults, individually or in the aggregate, has not had and would not have reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the Company and that would not prevent or materially delay the consummation ability of the transactions contemplated herebyCompany to consummate the Merger and the other Transactions.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Transactions or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company with any of the provisions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation or Bylaws of the Company or any similar organizational documents of any of its subsidiariesCompany, (ii) require any filing by the Company with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, whether local, state, federal or foreign (a “Governmental Entity”), except for (A) compliance with any applicable requirements of the Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger, (C) the filing with the SEC and NASDAQ of (1) the Schedule 14D-9 and (2) a Proxy Statement if the Company Stockholder Approval is required by Law and (D) any filings in connection with the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) result in 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 under, (or give rise to any right of termination, amendment, cancellationcancellation or acceleration) under, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of Encumbrance on the assets and properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement agreement, arrangement or understanding or other instrumentinstrument or obligation (each, understanding or obligation, whether written or oral (a “contract“), Contract”) to which the Company or any of its subsidiaries is a party or by which the Company or any of its properties or assets may be bound or (iiiiv) subject to the government assuming that all consents, approvals, authorizations and other actions described in subsection (ii) have been obtained and all filings and other matters referred to obligations in Section 4.4(a)subsection (ii) have been made or complied with, conflict with or violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Law applicable to the Company, Company or any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) through (iv) where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings, or (iiiz) for any such violations, breaches breaches, defaults or defaults that Encumbrances would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The execution, execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement Purchaser Ancillary Documents do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaqnot, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company provisions of the transactions contemplated by this Agreement do not and will not Organizational Documents of Purchaser, (iii) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in a violation or breach ofof or loss of a benefit under, or constitute a default (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the termsmaterial Contract or Permit to which Purchaser is a party, conditions or provisions of (iii) require any noteconsent, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement approval or other instrumentauthorization of, understanding or obligationfiling with or notification to, whether written any Person under any material Contract or oral (a “contract“)Permit applicable to Purchaser, to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iiiiv) subject to the government receipt or making of the consents, approvals, authorizations, and filings and other referred to in Section 5.3(b), contravene or conflict with, or result in any violation or breach of, any Law applicable to Purchaser except for any of the matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or and (iii) for violations, breaches or defaults that above which would not have a Material Adverse Effect on the Company and that would not reasonably be expected to prevent or materially delay the performance by Purchaser or its Affiliates of any of their respective material obligations under this Agreement or any of the Purchaser Ancillary Documents, or to prevent the consummation of the transactions contemplated herebyby this Agreement. (b) Assuming all filings required under the HSR Act are made and any waiting periods thereunder have been terminated or expired, no other consent, approval, authorization of, or filing with or notification to, any Governmental Entity is necessary or required by or with respect to the execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents by Purchaser, or the consummation by Purchaser of the transactions contemplated hereby and thereby.

Consents and Approvals; No Violations. (a) The executionNo consent, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing approval, order or registration with, notification to, or authorization, permit, consent or approval authorization of, or other action by or in respect of, or registration, declaration or filing with any governmental bodyGovernmental Body is required by or with respect to Buyer in connection with the execution and delivery of this Agreement by Buyer or the consummation of the Contemplated Transactions, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than except for (i) the filing of a premerger notification and report form by Buyer under the Merger Filing HSR Act, and the receipt, termination or expiration, as contemplated by Article II hereofapplicable, of waivers, consents, approvals or waiting periods required under the HSR Act or any other applicable competition, merger control, antitrust or similar law or regulation, (ii) filings the filing with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements SEC of the Securities Act of 1933, as amended (the “Securities Act“), or such reports under the Exchange Act as may be required in connection with this Agreement and the rules and regulations thereunder and any other applicable U.S. federal and state securities lawsContemplated Transactions, (iii) compliance with any applicable requirements the filing of Nasdaqa Form A Statement with, and receipt of the approval of, the Insurance Regulator of the Commonwealth of Pennsylvania, the State of California and the State of New Jersey, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation filing of the transactions contemplated hereby. No subsidiary Articles of Merger with the Secretary of State of the Company is required to make any filings Commonwealth of Pennsylvania and appropriate documents with the SEC relevant authorities of other states in which Mercer or Nasdaqany Mercer Subsidiary is qualified to do business. (b) The Neither the execution, delivery and or performance by the Company of this Agreement and by Buyer, nor the consummation by the Company Buyer of the transactions contemplated Contemplated Transactions, nor compliance by this Agreement do not and Buyer with any of the provisions hereof or thereof, will not (i) conflict with or result in any breach of any provision provisions of Buyer’s Constituent Documents that would prevent Buyer from consummating the Declaration of Trust transactions contemplated by this Agreement, or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 violate any right of termination, amendment, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contractwrit, agreement injunction, decree, statute, rule or other instrument, understanding regulation applicable to Buyer or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. (a) The executionexecution and delivery of this Agreement do not, delivery and performance by except for those filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the DGCL, state blue sky, securities or takeover laws and Nasdaq National Market requirements and as set forth on Section 3.3 of the Company Disclosure Schedule and subject, with respect to the consummation of the Merger, to obtaining the Company Stockholder Approval, the performance of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not (i) conflict with or result in any breach of any provision of the Declaration Company Certificate of Trust Incorporation or the Company Bylaws or of the Company or any similar organizational documents of any of its subsidiariesSubsidiary thereof, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, require the consent from or the giving of notice to a Third Party pursuant to, or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or loss of benefits obligation to repurchase, repay, redeem or the creation acquire or acceleration of any similar right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any noteContract, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement Company Plan or other instrument, understanding or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of its them or any of their respective properties or assets may be bound or affected, (iii) subject to the government filings and other matters referred to in Section 4.4(a)require any filing or registration with, violate any judgmentor permit, orderauthorization, writconsent or approval of, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to Entity on the Company, part of the Company or any of its subsidiaries Subsidiaries or (iv) violate any Applicable Law to which the Company or any of its Subsidiaries or any of their respective properties or assetsassets is subject, except in excluding from the case of foregoing clauses (ii) or ), (iii) for violationsand (iv) such conflicts, breaches requirements, obligations, defaults, failures, breaches, rights or defaults violations that would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. Except as set forth on Schedule 4.4 and except for (ai) The executionany applicable requirements of the Securities Act, delivery the Exchange Act, the HSR Act, Nasdaq and performance any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing and recordation of a certificate of merger as required by the Company DGCL and (iii) those required filings, registrations, consents and approvals listed in Schedule 4.4, no filing or registration with, and no permit, authorization, consent or approval of, any public body or authority is necessary or required in connection with the execution and delivery of this Agreement and by Greenwich or for the consummation by the Company Greenwich of the transactions contemplated by this Agreement do not and will not require any filing or registration withAgreement, notification towhere the failure to obtain such permit, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other would have a Greenwich Material Adverse Effect. Assuming that all filings, registrations, notificationspermits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or approvalsobtained, neither the failure to make would not have a Material Adverse Effect or that would prevent or materially delay execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance hereby by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and Greenwich will not (i) conflict with or result in any breach of any provision of the Declaration Certificates of Trust Incorporation, bylaws, partnership or Bylaws of the Company joint venture agreements or any similar other organizational documents of any of its subsidiariesthe Greenwich Companies, (ii) result in 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 of termination, amendmentcancellation or acceleration) under, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or otherwise result in the creation any diminution of any Lien upon any of the properties or assets rights of the Company or any of its subsidiaries underGreenwich Companies with respect to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement Contract or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries the Greenwich Companies is a party or by which it or any of its them or any of their properties or assets may be bound bound, or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries the Greenwich Companies or any of their properties or assets, except except, in the case of clauses subsections (ii) or (iii) above, for violations, breaches or defaults that would not have a Greenwich Material Adverse Effect on the Company and that would will not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The Except for filings, notifications, authorizations, consents and approvals as may be required under federal and state securities or blue sky laws, no filing with, notification to or consent, authorization, waiver, approval, order, license, certificate or Permit of, any Government Body is necessary for Buyer's or HOLL's execution, delivery and or performance by the Company of this Agreement and or anx xx xhe Buyer Documents or the consummation by the Company Buyer or HOLL of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or NasdaqBxxxx Documents. (b) The execution, None of the execution and delivery and performance by the Company Buyer or HOLL of this Agreement and or the Buyer Documents, the consummation ox xxe transactions contemplated hereby or thereby or compliance by the Company Buyer or HOLL with any of the transactions contemplated by this Agreement do not and provisions hereof or thereof will not (i) conflict with conflixx xith or result in any breach of any provision of the Declaration Certificate of Trust Incorporation or Bylaws By-laws of Buyer or the Company Articles of Incorporation, as amended and restated, or any similar organizational documents By-laws of any of its subsidiariesHOLL, (ii) to the best of Buyer's and HOLL's knowledge, violate axx Xrder or statute, rule or regulatiox xx xny Government Body by which Buyer or HOLL or any of their respective properties or assets is bound, or (xxi) conflict with, violate, result in a violation the breach or breach termination of, or constitute (with or without due notice or the lapse of time or both) constitute a default under, or give rise to any "takeback" right or right of termination, amendment, cancellation, termination or acceleration or loss of benefits or right to increase the creation or acceleration of any right or obligation obligations under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, modify any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase orderPermit, sales order contractindenture, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company Buyer or any of its subsidiaries HOLL is a party party, or by which any of its properties Buyer or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries HOLL or any of their respecxxxx properties or assets, except in the case of clauses (ii) assets is or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebymay be xxxnd.

Consents and Approvals; No Violations. Except for (ai) The executionany applicable requirements of the Exchange Act, delivery and performance any applicable filings under state securities, "Blue Sky" or takeover laws, (ii) the filing and recordation of a Certificate of Merger as required by the Company DGCL and (iii) those required filings, registrations and approvals listed on Schedule 5.4 of the Celtrix Disclosure Letter, 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 of this Agreement and by Celtrix or for the consummation by the Company Celtrix of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other Agreement. Assuming that all filings, registrations, notificationspermits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or approvalsobtained, neither the failure to make would not have a Material Adverse Effect or that would prevent or materially delay execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance hereby by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and Celtrix will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation, Bylaws, partnership or Bylaws of the Company joint venture agreements or any similar other organizational documents of any of its subsidiariesthe Celtrix Companies, (ii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement Celtrix Contract or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries the Celtrix Companies is a party or by which it or any of its them or any of their properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries the Celtrix Companies or any of their properties or assetsassets except, except in the case of clauses subsections (ii) or (iii) above, for violations, breaches or defaults that would not have a Material Adverse Effect on the Company Celtrix Companies and that would will not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The execution, execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement Purchaser Ancillary Documents do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaqnot, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary hereby and thereby will not, (i) conflict with, or result in any violation or breach of, any of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company provisions of the transactions contemplated by this Agreement do not and will not Organizational Documents of Purchaser, (iii) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in a violation or breach ofof or loss of a benefit under, or constitute a default (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the termsmaterial Contract or Permit to which Purchaser is a party, conditions or provisions of (iii) require any noteconsent, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement approval or other instrumentauthorization of, understanding or obligationfiling with or notification to, whether written any Person under any material Contract or oral (a “contract“)Permit applicable to Purchaser, to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iiiiv) subject to the government receipt or making of the consents, approvals, authorizations, and filings and other referred to in Section 5.3(b), contravene or conflict with, or result in any violation or breach of, any Law applicable to Purchaser except for any of the matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or and (iii) for violations, breaches or defaults that above which would not have a Material Adverse Effect on the Company and that would not reasonably be expected to prevent or materially delay the performance by Purchaser or its Affiliates of any of their respective material obligations under this Agreement or any of the Purchaser Ancillary Documents, or to prevent the consummation of the transactions contemplated by this Agreement. (b) Assuming all filings required under the HSR Act are made and any waiting periods thereunder have been terminated or expired, no other consent, approval, authorization of, or filing with or notification to, any Governmental Entity is necessary or required by or with respect to the execution, delivery and performance of this Agreement and the Purchaser Ancillary Documents by Purchaser, or the consummation by Purchaser of the transactions contemplated hereby and thereby. 5.4 Broker’s or Finder’s Fee. No agent, broker, Person or firm acting on behalf of Purchaser is, or shall be, entitled to any broker’s fees, finder’s fees or other fees or commissions from Purchaser in connection with this Agreement or any of the transactions contemplated hereby. No Seller shall have any obligation to pay any fees or commissions to any such persons or entities.

Consents and Approvals; No Violations. (a) The No consent, approval, Order or authorization of, or registration or filing with, or notification to, any Governmental Authority is necessary for the execution, delivery and performance by the Company of this Agreement and by Parent or M&A Sub, or the consummation by the Company Parent and M&A Sub of the transactions contemplated by this Agreement do not and will not require any filing Agreement, except (i) under state securities or registration with“blue sky” Laws, notification to, or authorization, permit, consent or approval of, (ii) under state or other action by or in respect ofjurisdiction takeover Laws, any governmental body(iii) under state and foreign insurance regulatory Laws and commissions, courtincluding without limitation the Department of Insurance for the State of California, agencyand the notification and consent requirements of the BMA under the Bermuda Insurance Xxx 0000, commission, official or regulatory or other authority and (collectively, “Governmental Authority“) other than (iiv) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with application to register the Securities and Exchange Commission (Transaction pursuant to the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Companies Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The Neither the execution, delivery and performance by the Company of this Agreement and by Parent or M&A Sub nor the consummation by the Company Parent or M&A Sub of the Transaction or the other transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration Organizational Documents of Trust Parent or Bylaws of the Company or any similar organizational documents of any of its subsidiariesM&A Sub, (ii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a default material default, require consent, or result in the loss of a material benefit under or give rise to a right to permit or require the purchase or sale of assets or securities under, or give rise to any right of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), material Contract to which the Company Parent or any of its subsidiaries M&A Sub is a party or by which any of its them or their respective material properties or assets may be bound or (iii) subject to provided that the government filings filings, notifications, Permits, consents and other matters referred to approvals referenced in Section 4.4(a)4.03(a) have been made or obtained, violate in any judgment, order, writ, preliminary material respect any Law or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Order applicable to the Company, Parent or any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing No consents or registration with, notification to, or authorization, permit, consent or approval approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by each Shareholder Party of his obligations hereunder, other action by than such consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in respect ofthe aggregate, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure reasonably be expected to make would not have a Material Adverse Effect or that would prevent or materially delay the performance by such Shareholder Party of any of his obligations under this Agreement. Except, with respect to the Shareholder Parties party thereto, as may be provided under that certain Shareholders Agreement (the “Company Shareholders Agreement”), dated as of October 20, 1997, amended as of August 11, 1999 and August 27, 2003, by and between Wxxxxxx X. Xxxxxx and Mxxx X. Xxxxx (as successor to TCRI Liquidating, L.L.C. (as successor to Terbem Limited, TCR International Partners, LP, Bobst Investment Corp., and TCRI Offshore Partners, CV (as successor to Tinvest Limited and Mitvest Limited)), Quilvest American Equity, Ltd. (formerly Teribe Limited and also known as Quilvest American Equity, Ltd. Can), and Societe Internationale de Finance), neither the execution and delivery of this Agreement by each Shareholder Party, nor the consummation by such Shareholder Party of the transactions contemplated hereby. No subsidiary , nor compliance by such Shareholder Party with any of the Company is required terms or provisions hereof, will (x) violate any law, judgment, writ or injunction of any Governmental Entity applicable to make such Shareholder Party or any filings with the SEC of his properties or Nasdaq. assets, or (by) The executionviolate, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or with, result in any breach the loss of any provision of the Declaration of Trust material benefit under, constitute a default (or Bylaws of the Company or any similar organizational documents of any of its subsidiariesan event which, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) a default under, result in the termination of or give rise to any a right of terminationtermination or cancellation under, amendmentaccelerate the performance required by, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries such Shareholder Party under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contractlease, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries such Shareholder Party is a party party, or by which any of its his properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assetsaffected, except for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the case of clauses (ii) or (iii) for violationsaggregate, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not reasonably be expected to prevent or materially delay the consummation performance by such Shareholder Party of the transactions contemplated herebyany of his obligations under this Agreement.

Consents and Approvals; No Violations. (a) The Neither the execution, delivery and or performance by the Company of this Agreement and by DAHI, nor, assuming approval by the DAHI stockholders pursuant to Section 6.4, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation DAHI of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision provisions of the Declaration of Trust charter, by-laws or Bylaws of the Company or any similar other organizational documents of DAHI,(ii) require a filing with, or a permit, authorization, consent or approval of, any U.S. federal or state court, Canadian federal or provincial court, local or foreign court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or administrative agency or commission (a "Governmental Entity"), except the filing of its subsidiariesa registration statement on Form F-4 under the SECURITIES ACT with respect to Draxis Common Stock to be exchanged for shares of DAHI Common Stock pursuant to the Mandatory Share Exchange Plan, including the Proxy Statement-Prospectus included as a part thereof filed under the EXCHANGE ACT, filings or approvals required under U.S. state securities or "blue sky" laws, filings or approvals required under Canadian securities laws, regulations or rules, or the policy statements, orders, rulings or notice of Canadian securities regulators (iicollectively, "Canadian Securities Laws"), or the By-Laws of the NASD or the TSE (iii) except as set forth on Schedule 3.4 hereto, result in 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 of termination, amendmentcancellation or acceleration) under, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon mortgage, pledge, security interest, encumbrance, lien, claim or charge of any kind or right of the properties others of whatever nature ("Liens"), on any property or assets asset of the Company or any of its subsidiaries underDAHI pursuant to, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrumentinstrument or obligation (each, understanding or obligation, whether written or oral (a “contract“), "Contract") to which the Company or any of its subsidiaries DAHI is a party or by which it or any of its properties or assets may be bound or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgmentlaw, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority Entity applicable to the Company, DAHI or any of its subsidiaries or any of their properties or assets, except except, in the case of clauses (ii) or ), (iii) for and (iv), where failures to make such filing or obtain such authorization, consent or approval would not have, or where such violations, breaches or defaults that or Liens would not have have, in the aggregate, a DAHI Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The No filing with or notice to, and no Permit, authorization, registration, consent or approval of, any Governmental Entity or any other Person is required on the part of the Company for the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated by this Agreement, except for (a) the filing of the Certificate of Merger with the Delaware Secretary of State, (b) compliance with any applicable requirements of the HSR Act, (c) compliance with any foreign, state or federal licenses or Permits relating to the Business listed on Section 3.4 of the Company Disclosure Schedule or (d) any such filings, notices, Permits, authorizations, registrations, consents or approvals of which the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, or materially impair or delay the Company’s or any of its Subsidiaries’ ability to perform its respective obligations under this Agreement and the other Transaction Documents or consummate the transactions contemplated hereby or thereby. Assuming compliance with the items described in clauses (a) through (d) of the preceding sentence, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach breach, violation or infringement of any provision of the Declaration of Trust or Bylaws Organizational Documents of the Company or any similar organizational documents of any of its subsidiariesSubsidiaries, (ii) except as set forth on Section 3.4 of the Company Disclosure Schedule, result in a material breach, material violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a change of control or default under, (or give rise to the creation of any Lien or any right of termination, amendment, cancellationmodification, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or acceleration) under, result in the creation acceleration of obligations, loss of material benefit or increase in any Lien or fees under, or require the consent of any Lien upon any of the properties or assets of the Company or any of its subsidiaries Person under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement Significant Contract or other instrument, understanding Lease or obligation, whether written (iii) violate or oral (a “contract“), infringe any Law applicable to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except as, in the case of clauses (ii) or and (iii) for violationsabove, breaches would not, individually or defaults that would not have a Material Adverse Effect on in the aggregate, reasonably be expected to be material to the Company and that would not prevent its Subsidiaries, taken as a whole, or materially impair or delay the consummation Company’s or any of its Subsidiaries’ ability to perform its respective obligations under this Agreement and the other Transaction Documents or consummate the transactions contemplated herebyhereby or thereby.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Merger or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) Transaction or compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company with any of the provisions of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (ia) conflict with or result in any breach of any provision of the Declaration of Trust Company Governing Documents or Bylaws of the Company comparable organizational or any similar organizational governing documents of any of its subsidiariesSubsidiaries; (b) require any filing by the Company or any of its Subsidiaries 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) or any self-regulatory or quasi-governmental authority (each, a “Governmental Entity”) (except for (i) compliance with any applicable requirements of the Exchange Act; (ii) the filing of the Plan of Merger and related documentation 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) filing, permits, authorizations, consents and approvals as may be required under any applicable competition Law or applicable investment Law (collectively, “Competition Laws”); (iv) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Merger, including (A) the joining of the Company in the filing of the Schedule 13E-3, and (B) the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the staff of the SEC, if any, on the Schedule 13E-3; (v) such filings as may be required under the rules and regulations of NASDAQ in connection with this Agreement or the Merger; or (vi) such filings as may be required in connection with state and local transfer Taxes); (c) result in a modification, 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 any right of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries Subsidiary is a party or by which any of its properties or assets may be bound party; or (iiid) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary Order or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Law applicable to the Company, any Subsidiary of its subsidiaries the Company, or any of their properties respective properties, assets or assets, operations; except in the case each of clauses (iib), (c) or (iiid) for where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings, or (z) any such modifications, violations, rights, impositions, breaches or defaults that defaults, individually or in the aggregate, has not had and would not have reasonably be expected to have, a Material Adverse Effect or a material adverse effect on the Company and that would not prevent or materially delay the consummation ability of the transactions contemplated herebyCompany to consummate the Merger and the other Transactions. The Company has not created any fixed or floating security interests that are outstanding as of the date of this Agreement.

Consents and Approvals; No Violations. (a) The executionNo Consents or Filings with, delivery and any Governmental Entity or third party are necessary for the performance by PICO of its obligations under this Agreement, except for filings required under the Company Exchange Act with respect to PICO’s beneficial ownership of PICO Shares. Neither the execution and delivery of this Agreement and by PICO, nor the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of PICO with its obligations under this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and Agreement, will not (i) conflict with or result in any breach of violate any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of PICO or (ii) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to PICO or any of its subsidiariessubsidiaries or any of their respective properties or assets, or (iiy) violate, conflict with, result in the loss of any material benefit under, constitute a violation default (or breach ofan event which, or constitute (with or without due notice or lapse of time time, or both, would constitute a default) a default under, result in the termination of or give rise to any a right of terminationtermination or cancellation under, amendmentaccelerate the performance required by, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the respective properties or assets of the Company of, PICO or any of its subsidiaries Affiliates under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contractlease, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company PICO or any of its subsidiaries Affiliates is a party party, or by which they or any of its their respective properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a)affected, violate any judgmentexcept, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses clause (ii) or (iii) of this Section 4(b), for such violations, breaches conflicts, losses, defaults, terminations, cancellations, accelerations or defaults that Liens as would not have a Material Adverse Effect on not, individually or in the Company and that would not aggregate, reasonably be expected to prevent or materially delay the consummation performance by PICO of the transactions contemplated herebyany of its obligations under this Agreement.

Consents and Approvals; No Violations. (a) The Neither the execution, delivery and performance by the Company of this Agreement and by the Company, nor the consummation by the Company of the transactions contemplated by this Agreement do not and contem plated hereby, will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision provisions of the Declaration of Trust charter, by-laws or Bylaws other organizational documents of the Company or any similar organizational documents of any of its subsidiariesSubsidiaries, (ii) require a filing with, or a permit, authorization, consent or approval of, any federal, state, local or foreign court, arbitral tribunal, administra tive agency or commission or other governmental or other regulatory authority or administrative agency or commission (a "Governmental Entity"), except in connection with, or in order to comply with, the applicable provisions of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or "blue sky" laws, the By-Laws of the National Association of Securities Dealers, Inc. (the "NASD") and the filing and recordation of a Certificate of Merger as required by the WBCL, (iii) except as set forth on Schedule 4.5, result in 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 of termination, amendmentcancellation or acceleration) under, cancellation, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of a Lien on any Lien upon any of the properties property or assets asset of the Company or any of its subsidiaries underSubsidiaries pursuant to, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrumentinstrument or obligation (each, understanding or obligation, whether written or oral (a “contract“), "Contract") to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of its them or any of their properties or assets may be bound or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgmentmaterial law, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority Entity applicable to the Company, any of its subsidiaries Subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The Neither the execution, delivery and or performance by the Company Parent or Buyer of this Agreement and any Transaction Document to which it is specified to be a party, nor the consummation by the Company Parent or Buyer of the transactions contemplated by this Agreement do not and Contemplated Transactions, will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing violate any provision of the Merger Filing as contemplated by Article II hereof, any Organizational Documents of Parent or Buyer; (ii) filings except with respect to consents required under the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933Contracts set forth on Schedule 4.3, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company Parent or any of its subsidiaries Buyer is a party or by which Parent or Buyer or any of its their respective properties or assets may be bound bound; it being understood that “material” for purposes of this Section 4.3 means, with respect to Parent or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the CompanyBuyer, any of its subsidiaries agreement or instrument, filed, or required to be filed, by Parent, Buyer or any of their respective Subsidiaries with, or disclosed, or required to be disclosed, by Parent, Buyer or any of their respective Subsidiaries in a filing with, the U.S. Securities and Exchange Commission; (iii) violate any material Orders or Laws applicable to Parent or Buyer or any of their respective material properties or assets; it being understood that a “material Order” applicable to Parent or Buyer means an Order filed, or required to be filed, by Parent, Buyer or any of their respective Subsidiaries with, or disclosed, or required to be disclosed, by Parent, Buyer or any of their respective Subsidiaries in a filing with, the U.S. Securities and Exchange Commission; or (iv) except as set forth on Schedule 4.3 and except for filings pursuant to the HSR Act, require on the part of Parent or Buyer any filing or registration with, notification to, or authorization, consent or approval of, any Governmental Authority, except, in the case cases of clauses clause (iiiv) or (iii) for violationsabove, breaches or defaults that as would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Parent or Buyer. Parent and Buyer acknowledge that would if Buyer requests a U.S. Government Customer to recognize Buyer as a successor in interest under a Government Contract, additional notifications and U.S. Government consents not prevent set forth on Schedule 4.3 or materially delay the consummation of the transactions contemplated herebyherein may be necessary.

Consents and Approvals; No Violations. (a) The executionAssuming the receipt of any and all consents of third parties in connection with the transactions contemplated hereby, the execution and delivery and performance by the Company of this Agreement by Contributors and the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not (i) violate any provision of the articles or certificate of incorporation or bylaws of either Contributor, any Company or any Subsidiary of a Company, (ii) violate any statute, ordinance, rule, regulation, order or decree of any court or any governmental or regulatory body, agency or authority applicable to any Contributor, any Company or any Subsidiary of a Company, (iii) except as set forth on Schedule 3.16, require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect ofthe giving of any notice to, any governmental or regulatory body, courtagency or authority, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), those required under or in relation to the Exchange Act Act, state securities or “blue sky” laws, and the rules and regulations thereunder and any other applicable U.S. federal and state securities lawsof the Nasdaq National Market, (iii) compliance with any applicable requirements of Nasdaq, and or (iv) such other filingsexcept as set forth on Schedule 3.16, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendment, cancellation, acceleration payment or loss of benefits or the creation or acceleration of any right or obligation under acceleration) under, or result in the creation of any Lien lien, security interest, charge or encumbrance upon any of the properties or assets of the any Contributor, any Company or any Subsidiary of its subsidiaries under, a Company under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trustlicense, loanfranchise, credit permit, agreement, lease, license, permit, franchise, purchase order, sales order contract, franchise agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the any LOSANGELES 396686 (2K) -17- Contributor, any Company or any Subsidiary of a Company is a party, or by which any Contributor, any Company or any Subsidiary of a Company or any of its subsidiaries is a party or by which any of its their respective properties or assets may be bound or (iii) subject to the government filings and bound, other matters referred to in Section 4.4(a)than, violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or ), (iii) for and (iv) above, any violations, breaches breaches, conflicts, defaults and liens which, and filings, permits, consents, approvals and notices the absence of which, would not, individually or defaults that would not in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyBusiness.

Consents and Approvals; No Violations. (a) The Except as set forth on Section 3.5 of the Company Disclosure Letter, none of the execution, delivery and or performance of this Agreement by the Company of this Agreement and or the Company Operating Partnership, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require Company Merger or any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereofother Transactions, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company Operating Partnership of the transactions contemplated Partnership Merger or any of the other Transactions, or compliance by the Company or the Company Operating Partnership with any of the provisions of this Agreement do not and (with or without notice or lapse of time, or both) will not (ia) contravene, conflict with or result in any breach of any provision of the Declaration Company Governing Documents or the Company Operating Partnership Agreement, (b) contravene, conflict with or result in any breach of Trust any provision of the organizational or Bylaws governing documents of any Company Subsidiary (other than the Company Operating Partnership), (c) require any filing by the Company or any similar organizational documents Company Subsidiary with, or the obtaining of any permit, authorization, consent or approval of, any federal, state, local or foreign government, court, tribunal, administrative agency or commission or other governmental, quasi-governmental or other regulatory authority, instrumentality or agency, whether foreign, federal, state, local or supranational (a “Governmental Entity”) (except for (i) compliance with any applicable requirements of its subsidiariesthe Exchange Act, (ii) any filings as may be required under the MRL or the VRULPA in connection with the Mergers, (iii) such filings with the SEC as may be required to be made by the Company in connection with this Agreement and the Mergers, including a proxy statement in preliminary and definitive form relating to the Company Shareholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”), (iv) such filings as may be required under the rules and regulations of the NYSE in connection with this Agreement or the Mergers, or (v) such filings as may be required in connection with Transfer Taxes (clauses (b)(i) through (v), collectively, the “Company Approvals”)), (d) result in 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 of payment, termination, amendment, modification, cancellation or acceleration of any obligation or to the loss of a benefit, or give rise to any right of terminationpurchase, amendment, cancellation, acceleration first offer or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries forced sale) under, any of the terms, conditions or provisions of any noteCompany Material Contract, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement (e) violate any Order or other instrument, understanding or obligation, whether written or oral (a “contract“), Law applicable to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiaries or any of their properties properties, assets or assetsoperations, or (f) result in the creation or imposition of any Lien on any asset, property or right of the Company or any Company Subsidiaries other than Permitted Liens; except in the case each of clauses (iic), (d), (e) or (iiif) for where (x) any failure to obtain such permits, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, rights, impositions, breaches or defaults that has not had and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The No filing with or notice to, and no material permit, authorization, consent or approval of, any United States or foreign court or tribunal, or administrative, governmental or regulatory body, agency or authority (each a “Governmental Entity”) is required to be obtained or made by the Company for the execution and delivery of the Transaction Agreements by the Company or the consummation of the transactions contemplated thereby by the Company, except for (i) filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Securities Act, the Exchange Act and state securities or blue sky laws, (ii) the filing of the Certificate of Designations as required by the DGCL, (iii) filings with or notice to the Nasdaq National Market, and (iv) any other filings, permits, authorizations, consents and approvals, the failure of which to make or obtain, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect. (b) Except as set forth in Section 2.7 of the Company Disclosure Schedule, neither the execution, delivery and performance of the Transaction Agreements by the Company of this Agreement and Company, nor the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration withhereby, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq.will: (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust respective charter or Bylaws bylaws of the Company or any similar organizational documents of any of its subsidiaries, ; (ii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to any right of termination, amendment, cancellationcancellation or acceleration), acceleration or loss of benefits or impair the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets rights of the Company or any of its subsidiaries under, under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrumentinstrument or obligation (each, understanding or obligation, whether written or oral (a “contract“), Contract”) to which the Company or any of its subsidiaries is a party or by which any of they are bound that is material to the Company and its properties or assets may be bound or subsidiaries, taken as a whole (each a “Material Agreement”); or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary injunction, decree, judgment, directive, award or permanent injunction settlement, whether civil, criminal or decree administrative (each, a “Judgment”), or any statute, law, ordinancestatute, rule or regulation of any Governmental Authority applicable to the Company, Company or any of its subsidiaries or any of their respective properties or assetsassets which violation, except in the case of clauses (ii) or (iii) for violationseach case, breaches or defaults that would not reasonably be expected to have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The Except for filings, permits, authorizations, consents and approvals as may be required under the HSR Act, any filings under similar merger notification Laws of foreign Governmental Entities and the filing and recordation of the Articles of Merger as required by the IBCL, 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 Lxxxx or Merger Sub of this Agreement, the other Transaction Documents or the consummation by Lxxxx and Merger Sub of the transactions contemplated hereby or thereby. Neither the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents by Lxxxx and Merger Sub nor the consummation by the Company Lxxxx and Merger Sub of the transactions contemplated by this Agreement do not and hereby or thereby will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any a breach of any provision of the Declaration respective certificate of Trust incorporation or Bylaws bylaws of the Company Lxxxx or any similar organizational documents of any of its subsidiaries, Merger Sub; (ii) result in a violation or breach of, of or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to any right of termination, amendment, cancellation, cancellation or acceleration or loss of benefits or the creation or acceleration of any right or obligation Lien) under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), Contract to which the Company Lxxxx or any of its subsidiaries Merger Sub is a party or by which any either of its them or their respective properties or assets may be bound are bound; or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree to which Lxxxx or Merger Sub is subject, or any statute, law, ordinance, rule or regulation of any Governmental Authority Law applicable to the Company, any of its subsidiaries Lxxxx or Merger Sub or any of their respective properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. Except as set forth in Section 3.7 of the Company Disclosure Schedule, assuming the receipt of the Company Stockholder Approval, and except (a) The for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the NYSE, state securities or state “blue sky” Laws and (b) the filing of the Articles of Merger, none of the execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Merger or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company with any of the transactions contemplated by this Agreement do not and provisions hereof will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws organizational documents of the Company or any similar organizational documents of any of its subsidiariesCompany Subsidiary, (ii) require any filing by the Company or any Company Subsidiary with, notice to, or permit, authorization, consent or approval of, any state or federal government or governmental authority or by any United States or state court of competent jurisdiction (a “Governmental Entity”), (iii) require any consent or notice under, result in a violation or breach by the Company or any Company Subsidiary of, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to any right of termination, amendment, cancellationcancellation or acceleration) under, acceleration or loss of benefits or result in the creation or acceleration triggering of any right or obligation under payment, or result in the creation of any Lien upon lien or other encumbrance on any of the properties property or assets asset of the Company or any of its subsidiaries underCompany Subsidiary pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, contract, agreement, permit, franchise, purchase order, sales order contract, agreement franchise or other instrument, understanding instrument or obligation, whether written obligation or oral (a “contract“), Material Contract to which the Company or any of its subsidiaries Company Subsidiary is a party or by which they or any of its their respective properties or assets may be bound or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgmentlaw, order, writ, preliminary or permanent injunction or decree or any injunction, decree, judgment, statute, lawrule, ordinanceregulation, rule ordinance or regulation of any Governmental Authority code (each, a “Law” and collectively, “Laws”) applicable to the Company, Company or any of its subsidiaries Company Subsidiary or any of their respective properties or assets, except in excluding from the case of foregoing clauses (ii) or ), (iii) for and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches breaches, trigger events, creation of liens or defaults that would not have a Material Adverse Effect on which, individually or in the Company and that aggregate, (A) would not prevent or materially delay the consummation of the transactions contemplated herebyMerger, (B) would not otherwise prevent or materially delay performance by the Company of its material obligations under this Agreement or (C) would not reasonably be likely to have a Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance by the Company of this Agreement and by the Company, the consummation by the Company of the transactions contemplated hereby, compliance by the Company with any of the provisions of this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and or performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not Tender and Voting Agreements will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation or the Bylaws of the Company Company, or any similar organizational documents of any of its subsidiariesCompany Subsidiary, (ii) require any filing by the Company with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, foreign or domestic (a "Governmental Entity") (except for (A) compliance with any applicable requirements of the Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger, (C) 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 any comparable provisions under any applicable pre-merger notification laws or regulations of foreign jurisdictions, (D) the filing with the SEC and The NASDAQ Stock Market, Inc. of (1) the Schedule 14D-9, (2) the 13E-3 Transaction Statement and (3) the Company Proxy Statement if stockholder approval is required by law and other such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, and (E) such filings and approvals as may be required by any applicable state securities, blue sky or takeover laws), (iii) result in 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 of termination, amendment, cancellationcancellation or acceleration) under, acceleration or loss require the giving of benefits notice to or the creation or acceleration obtaining of any right consent or obligation under or result in the creation of approval from any Lien upon any of the properties or assets of the Company or any of its subsidiaries third party under, any of the terms, conditions or provisions of any note, bond, mortgage, lien, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral including any Material Contract (a “contract“as defined in Section 4.19), to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of its them or any of their respective properties or assets may be bound (each a "Contract") or any Permit (as defined in Section 4.5) or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiary or any of their respective properties or assets, except except, in the case of clauses (ii) or ), (iii) and (iv), for violationssuch exceptions as would not, breaches individually or defaults that would not in the aggregate, have a Company Material Adverse Effect on the Company and that would not or prevent or materially delay the consummation of the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. (a) The execution, execution and delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaqdoes not, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The executionTransactions will not, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in a violation or breach of, or constitute default (with or without due notice or lapse of time time, or both) a default under, or give rise to any a right of termination, amendment, cancellation, acceleration or loss of benefits or the creation or acceleration of any right obligation or obligation under to loss of a material benefit under, or result in the creation of a lien, pledge, security interest, charge, or other encumbrance on assets (any Lien upon such conflict, violation, default, right, loss, or creation, a “Violation”) under (a) any provision of the properties certificate of incorporation or assets bylaws of the Company or any of its subsidiaries under, any of the terms, conditions or provisions comparable governing instruments of any subsidiary of Company, or (b) any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, loan, credit agreementcontract, lease, licenseor other agreement or instrument, permit, concession, franchise, purchase orderlicense, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writdecree, preliminary or permanent injunction or decree or any statute, law, ordinance, rule rule, or regulation of any Governmental Authority applicable to the Company, any of Company or its subsidiaries or any of their properties or assets, except other than, in the case of clauses clause (ii) or (iii) for violationsb), breaches or defaults any such Violation that would not have result, or reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect on Effect. No consent, approval, order, or authorization of, or registration, declaration, or filing with or exemption by (each a “Government Consent”), any court, administrative agency, or commission or other governmental authority or instrumentality, whether domestic or foreign (each a “Governmental Entity”) is required by or with respect to Company in connection with the execution and delivery of this Agreement or the consummation by Company of the Transactions, except for (x) the filing of a premerger notification report and all other required documents by Parent and Company, and the expiration or termination of all applicable waiting periods, under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any similar required foreign antitrust filings (if applicable), (y) the filing of the Merger Certificate in accordance with the DGCL, and (z) such other Government Consents that if not obtained or made would not prevent result, or materially delay reasonably be expected to result, individually or in the consummation of the transactions contemplated herebyaggregate, in a Company Material Adverse Effect.

Consents and Approvals; No Violations. (a) The a No consent, approval, Order or authorization of, or registration or filing with, or notification to, any Governmental Authority is necessary for the execution, delivery and performance by the Company of this Agreement and by the Company, or the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Agreement, except as may be required (i) by Nasdaq or registration withunder the Exchange Act, notification to(ii) under state securities or “blue sky” Laws, or authorization, permit, consent or approval of, (iii) under state or other action by or in respect ofjurisdiction takeover Laws, any governmental body(iv) under state and foreign insurance regulatory Laws and regulations, courtincluding without limitation filings with the Department of Insurance for the State of California and the notification and/or consent requirements of the Bermuda Monetary Authority (the “BMA”) under the Bermuda Insurance Xxx 0000 and the Exchange Control Xxx 0000, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (iv) the filing of the Merger Filing as contemplated by Article II hereofapplication to register the Transaction pursuant to the Companies Act, (iivi) filings under the United States Xxxxxxxxx and Harbor Workers’ Compensation Act, including filing with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements U.S. Department of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of NasdaqLabor, and (ivvii) such other filings, registrations, notifications, authorizations, consents or approvals, under Permits as to which the failure to obtain such consent, approval, Order or authorization or make would not such registration, filing or notification would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or NasdaqEffect. (b) The b Neither the execution, delivery and performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the Transaction or the other transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws respective Organizational Documents of the Company or any similar organizational documents of any of its subsidiariesSubsidiaries, (ii) result in a material violation or breach of, or constitute (with a material default, require consent, or without due notice result in the loss of a material benefit under or lapse give rise to a right to permit or require the purchase or sale of time assets or both) a default securities of the Company under, or give rise to any right of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right or obligation under obligation, or result in the creation of any material Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement Material Contract or other instrument, understanding or obligation, whether written or oral (a “contract“), material Permit to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of its them or any of their respective material properties or assets may be bound bound, or (iii) subject to provided that the government consents, approvals, Orders, authorizations, registrations, filings and other matters referred to notifications referenced in Section 4.4(a)3.07(a) have been obtained or made, violate in any judgment, order, writ, preliminary material respect any Law or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Order applicable to the Company, Company or any of its subsidiaries Subsidiaries or any of their respective properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The No filing or registration with, and no permit, authorization, certificate, waiver, license, consent or approval of, any court of competent jurisdiction or any governmental, regulatory or administrative authority, agency or commission (a "Governmental Entity") is necessary for the execution, delivery and or performance by the Company Seller of this Agreement, except (x) for the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), or (y) as a result of facts or circumstances particular to the Purchaser. (b) Neither the execution and delivery of this Agreement and by the Seller nor the consummation by the Company Seller of the transactions contemplated by this Agreement do not and will not require nor compliance by the Seller with any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and provisions hereof will not (i) conflict with or result in any breach of any provision of the Declaration certificate of Trust incorporation or Bylaws by-laws (or similar organizational documents) of the Company or any similar organizational documents of any of its subsidiariesCompany, (ii) require the consent or waiver of any person (other than a Governmental Entity) or result in a violation or breach of, or constitute a default (or with or without due notice or lapse of time or bothboth result in a breach of or constitute a default) a default under, or give rise to any a right of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right obligation under, or obligation under the loss of any material benefit under, any Company Contract, or result in the imposition of or the creation of any Lien upon any of the assets or properties or assets of the Company pursuant to or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, contract or agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Seller, Company or any of its subsidiaries their Affiliates is a party or by which the Seller, Company or any of its properties their Affiliates or assets may be any of their respective assets, is bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree injunction, decree, or any statute, law, ordinance, regulation, rule, code, order or other requirement or rule or regulation of any Governmental Authority law (each, a "Law") applicable to the CompanySeller, any of its subsidiaries Company or any of their properties or assetsAffiliates, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that which, or consents or waivers the absence of which, individually or in the aggregate, have not had and would not have a Company Material Adverse Effect on the Company and that or which would not prevent or materially delay the consummation of the transactions contemplated herebyby this Agreement or which would not prevent or materially affect the ability of Purchaser to conduct the business of the Company.

Consents and Approvals; No Violations. Except for in connection with or in compliance with (aI) The filings under Sections 2.2 and 3.3, (II) filings under the HSR Act, (III) the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, as may be required in connection with the Merger, (IV) state securities takeover and “blue sky” laws, as may be required in connection with the Merger and (V) the rules and regulations of, and any filings with and approvals of, the NASDAQ (“NASDAQ”) and the OTCQX U.S. Market (the “OTCQX U.S. Market”), the execution, delivery and performance by the Company of this Agreement and the consummation of the Transactions will not (i) violate any Law applicable to the Company 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 the Company or any of the transactions contemplated by this Agreement do not and will not require any filing or registration its Subsidiaries with, notification to, or authorization, permit, consent or approval with respect to the Company or any of its Subsidiaries of, or other action by or in respect ofby, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, ; (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents violate or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation or Bylaws or any of the Company Organizational Documents of the Company’s Subsidiaries; (iv) require any consent of or other action by any similar organizational documents of any of its subsidiariesPerson under, (ii) result in constitute a violation default or breach ofan event that, or constitute (with or without due notice or lapse of time or both) , would constitute a default under, or give rise to any right of cause or permit termination, amendment, cancellationcancelation, acceleration or loss of benefits or the creation or acceleration other change of any right or obligation under or the loss of any benefit under, any provision of any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease, supply agreement, license agreement, distribution agreement or other contract, agreement, obligation, commitment or instrument (each, including all amendments thereto, a “Contract”) or any Permit affecting the assets or business of the Company and its Subsidiaries; or (v) result in the creation or imposition of any Lien upon other than Permitted Liens on any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assetsSubsidiaries, except in the case of each of clauses (i), (ii), (iv) or and (iii) for violationsv), breaches or defaults that as has not had, and would not have be reasonably expected to have, a Company Material Adverse Effect or a material and adverse effect on the Company and that would not prevent or materially delay Company’s ability to timely consummate the consummation of the transactions contemplated herebyTransactions.

Consents and Approvals; No Violations. (a) The executionExcept for the filing and recordation of the Articles of Merger, delivery and performance as required by the Company MGCL, and the Certificate of this Agreement Merger, as required by the DGCL, and as set forth in Section 3.4 of the Tri-County Disclosure Schedule, no filing with or notification to, and no permit, authorization, consent, waiver or approval of, any government, executive official thereof, governmental or regulatory authority, agency or commission, including courts of competent jurisdiction, domestic or foreign (a "Governmental Entity"), is necessary for the consummation by Tri-County and the Company Shareholders of the transactions contemplated by this Agreement do not and will not require any filing or registration withAgreement, notification toexcluding, or authorizationhowever, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notificationspermits, authorizations, consents consents, or approvalsapprovals of any kind required by the Federal Energy Regulatory Commission ("FERC") or the Public Utility Commission or similar utility regulatory body of the States of Florida, Maryland or Delaware. Except as set forth in Section 3.4 of Tri-County Disclosure Schedule, neither the failure to make would not have a Material Adverse Effect or that would prevent or materially delay execution and delivery of this Agreement by Tri- County and the Shareholders nor the consummation by Tri-County and the Shareholders of the transactions contemplated hereby. No subsidiary hereby nor compliance by Tri- County and the Shareholders with any of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and provisions hereof will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation or Bylaws By-laws of the Company or any similar organizational documents of any of its subsidiariesTri-County, (ii) result in 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 of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right or obligation under or result in the creation of any Lien upon mortgage, pledge, charge, security interest, claim or encumbrance of any of the properties or assets of the Company or any of its subsidiaries kind (collectively, a "Lien")) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company Tri-County or any of its subsidiaries a Shareholder is a party or by which they or any of its their properties or assets may be bound bound, or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary injunction, decree, or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority statute applicable to the Company, any of its subsidiaries Tri-County or a Shareholder or any of their properties or assets, except or (iv) result in a violation of any rule or regulation applicable to Tri-County or a Shareholder or any of their properties or assets, unless, in the case of clauses this subsection (iiiv) or (iii) for violationsonly, breaches or defaults that such violation would not have result in a Material Adverse Effect material adverse effect on Tri-County or the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyMerger.

Consents and Approvals; No Violations. Except for applicable requirements of the Securities Exchange Act of 1934 (a) The executionthe "Exchange Act"), delivery the Securities Act of 1933 (the "Securities Act"), state Blue Sky laws, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and performance the filing and recordation of Articles of Merger, as required by the Company Colorado Act, no filing with, and no permit, authorization, consent or approval of, any public body or authority, including courts of this Agreement and competent jurisdiction, domestic or foreign ("Governmental Entity"), is necessary for the consummation by the Company ENTECS of the transactions contemplated by this Agreement. Except as set forth in Section 4.04 of ENTECS Disclosure Schedule, neither the execution and delivery of this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay ENTECS nor the consummation by ENTECS of the transactions contemplated hereby. No subsidiary hereby nor compliance by ENTECS with any of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and provisions hereof will not (i) conflict with or result in any breach of any provision of the Declaration Certificate of Trust Incorporation or Bylaws of the Company ENTECS or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company ENTECS or any of its subsidiaries is a party or by which any of its them or any of their properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinancetreaty, rule or regulation of any Governmental Authority applicable to the CompanyENTECS, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would which are not have in the aggregate material to the business, operations or financial condition of ENTECS and its subsidiaries taken as a Material Adverse Effect on the Company whole and that would which will not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) Authority other than (i) as may be required by the filing of the Merger Filing as contemplated by Article II hereofHSR Act or any other Competition Law, (ii) filings the filing with the Securities SEC of (A) the Proxy Statement and Exchange Commission (the “SEC“B) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or such reports under the Exchange Act as may be required in connection with this Agreement and the rules transactions contemplated by this Agreement, (iii) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and regulations thereunder and any other notifications as may be required under applicable U.S. federal and state or foreign securities laws, (iii) compliance with any applicable requirements Laws or the rules and regulations of Nasdaq, NASDAQ and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation filing of the transactions contemplated hereby. No subsidiary Certificate of Merger or other documents as required by the Company is required to make any filings with the SEC or NasdaqDGCL. (b) The execution, delivery and and, subject to the Company Stockholder Approval, performance by the Company of this Agreement and, assuming the accuracy of the representations and warranties made in Section 3.5(a) for purposes of clauses (ii), (iii) and (iv) below, the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of violate any provision of the Declaration of Trust Company Charter or Company Bylaws of the Company or any similar organizational documents of any of its subsidiariesSubsidiaries, (ii) conflict with or violate, any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, (iii) require any consent or notice, or result in a any violation or breach of, or conflict with, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to any right of purchase, termination, amendment, cancellation, acceleration or cancellation) under, result in the loss of benefits or the creation or acceleration of any right or obligation under benefit under, or result in the creation triggering of any Lien upon any of the properties or assets of the Company or any of its subsidiaries underpayments pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed Company Material Contract or (iv) result in the creation of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement an Encumbrance (except for Permitted Encumbrances) on any property or other instrument, understanding or obligation, whether written or oral (a “contract“), to which asset of the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or Subsidiaries except, with respect to clauses (ii), (iii) subject to the government filings and other matters referred to in (iv) of this Section 4.4(a3.5(b), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that as would not reasonably be expected to have a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The Assuming the truth and accuracy of the Company’s representations and warranties contained in Section 4.5, no material notices to, filings with, or authorization, consent or approval of any Governmental Entity is necessary for the execution, delivery and or performance by any Purchaser Party and the Company Guarantor of this Agreement or the Ancillary Documents to which any Purchaser Party is a party or the consummation by any Purchaser Party or the Guarantor of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing of the Certificate of Merger and the Blocker Certificate of Merger with the Secretary of State of the State of Delaware and (iii) those set forth on Schedule 5.3. Neither the execution, delivery or performance by any Purchaser Party or the Guarantor of this Agreement and the Ancillary Documents to which any Purchaser Party is a party nor the consummation by any Purchaser Party or the Company Guarantor of the transactions contemplated by this Agreement do not and hereby will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (ia) conflict with or result in any breach of any provision of any Purchaser Parties’ or the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiariesGuarantor’s Governing Documents, (iib) except as set forth on Schedule 5.3, result in 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 of termination, amendment, cancellation, acceleration or loss of benefits or the creation cancellation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), Contract to which any Purchaser Party or the Company or any of its subsidiaries Guarantor is a party or by which any of its them or any of their respective properties or assets may be bound bound, or (iiic) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation Order of any Governmental Authority Entity applicable to the Company, any of its subsidiaries Purchaser Party or any of their Subsidiaries or any of their respective properties or assets, except in the case of clauses (iib) or and (iiic) above, for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that violations which would not prevent or materially delay the consummation of the transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. (a) The None of the execution, delivery and or performance of this Agreement by the Company of this Agreement and or the consummation by the Company of the transactions contemplated by this Agreement do not Merger will (a) subject to the receipt of the Company Stockholder Approval and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings certificate of merger with the Securities and Exchange Commission (the “SEC“) and compliance Delaware Secretary of State in accordance with any applicable requirements of the Securities Act of 1933Delaware Law, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust Company Governing Documents or Bylaws of any Subsidiary Governing Documents, (b) require any filing by the Company or any similar organizational documents of any of its subsidiariesSubsidiaries with, or the permission, authorization, consent or approval of, any Governmental Authority (except for (i) the filing of the certificate of merger with the Delaware Secretary of State in accordance with Delaware Law, (ii) filings, permits, authorizations, consents and approvals as may be required under the HSR Act, (iii) filings as may be required with, submissions as may be necessary or advisable to, and/or permissions, authorizations, consents and approvals as may be required from, the FCC (including any review by Team Telecom Agencies in connection with the FCC approval), and any state utility commission or similar state Governmental Authority, (iv) filings and submissions as may be necessary or advisable to, and clearances, permits, authorizations, consents and approvals as may be required from, CFIUS or the CFIUS member agencies, (v) the filing with the SEC of (1) a Proxy Statement, and (2) such reports under Section 13(a) of the 1934 Act as may be required in connection with this Agreement and the Merger or (vi) any filings required by, and approvals required under, the rules and regulations of NASDAQ), (c) result in a modification, 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, amendment, cancellationcancellation or acceleration), acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon Liens on any of the properties material property, right or assets other asset of the Company or any of its subsidiaries underSubsidiaries, under any of the terms, conditions or provisions of any noteCompany Contract, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iiid) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Applicable Law applicable to the Company, any Subsidiary of its subsidiaries the Company or any of their properties respective material properties, rights or other assets, ; except in the case of clauses (iib), (c) or (iiid) for where (x) any failure to obtain such permissions, authorizations, consents or approvals, (y) any failure to make such filings or (z) any such modifications, violations, breaches rights, breaches, defaults, impairments, alterations or defaults that rights, has not had and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. Except for (a) The execution, delivery the filing and performance recordation of the Certificate of Merger with the Secretary of State of the State of Georgia as required by the Company GBCC, (b) obtaining the Cirronet Shareholder Approval and (c) otherwise as set forth in Section 3.4 of the Cirronet Disclosure Schedule attached hereto, 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 or any other Person is necessary or required in connection with the execution and delivery of this Agreement and by Cirronet or for the consummation by the Company Cirronet of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other Agreement. Assuming that all filings, registrations, notificationsPermits, authorizations, consents and approvals contemplated by the immediately preceding sentence have been duly made or approvalsobtained, neither the failure to make would not have a Material Adverse Effect execution or that would prevent or materially delay delivery of this Agreement by Cirronet nor the performance of this Agreement nor the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance hereby by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and Cirronet will not (i) conflict with or result in any breach of any provision of the Declaration articles of Trust incorporation or Bylaws bylaws of the Company or any similar organizational documents of any of its subsidiariesCirronet, (ii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement Cirronet Contract or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Cirronet is a party or by which they or any of its their properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, Cirronet or any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The executionExcept as disclosed in Section 4.6 of the Company Disclosure Schedule, none of the execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement and Agreement, or the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing Transactions or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company with any of the transactions contemplated by this Agreement do not and provisions hereof will not (i) conflict with or result in any breach of any provision of the Declaration of Trust Company Organizational Documents or Bylaws of Subsidiary Organizational Documents, state securities or blue sky laws or the BCL, (ii) require any material filing by the Company or any similar organizational documents Company Subsidiary with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, foreign or domestic (a "Governmental Entity") (except for (A) the filing with the SEC of any of its subsidiariesthe proxy statement relating to the Special Meeting (as defined in Section 7.1(a)(i)) (such proxy statement, as amended or supplemented from time to time, the "Proxy Statement") and such other statements and reports under the Exchange Act as may be required in connection with this Agreement and the Transactions, (iiB) any filings as may be required under the BCL in connection with the Merger, (C) any filings as may be required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx any applicable foreign competition, antitrust or investment laws, (D) any filings as may be required with the American Stock Exchange in connection with this Agreement and the Transactions and (E) any filings as may be required under state securities or "blue sky" laws in connection with this Agreement and the Transactions), (iii) result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral material Company Agreement (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound as defined below) or (iiiiv) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, material order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiary or any of their respective properties or assets, except in the case of clauses (ii) or ), (iii) and (iv), for any failures to make such filings and failures to obtain such permits, authorizations, consents or approvals and any such violations, breaches or defaults that which would not have a Material Adverse Effect on not, individually or in the aggregate, impair in any material respect the ability of the Company and that would not to perform its obligations under this Agreement or prevent or materially delay the consummation by the Company of the transactions contemplated herebyTransactions. As used in this Agreement, "Company Agreement" means any note, bond, mortgage, lien, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound.

Consents and Approvals; No Violations. (a) The executionNone of the execution or delivery of any of the Transaction Documents by Acquirer, delivery and the performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents Acquirer of any of its subsidiariesobligations thereunder, or the consummation of any of the Contemplated Transactions by Acquirer will (a) violate any provision of its organizational or governing documents, (iib) require it to obtain or make any consent, waiver, approval, exemption, declaration, license, authorization or Permit of, or registration or filing with or notification to, any Governmental Entity, except for the pre-merger notification requirements of the HSR Act and such consents, waivers, approvals, exemptions, declarations, licenses, authorizations, Permits, registrations, filings and notifications which are listed in Section 2.5(b) of the Company Disclosure Schedule (the “Acquirer Consents”), (c) require a consent under, result in 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 of termination, amendment, cancellation, amendment or acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries obligation) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, mortgagelicense, indenturegovernment registration, deed of trust, loan, credit agreementcontract, lease, license, permit, franchise, purchase order, sales order contractPermit, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Acquirer is a party or by which Acquirer or any of its properties or assets may be is bound or (iiid) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation Law of any Governmental Authority Entity applicable to the Company, Acquirer or by which Acquirer or any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyassets is bound.

Consents and Approvals; No Violations. (a) The execution, execution and delivery and performance by the Company of this Agreement, the Amalgamation Agreement and each other Ancillary Agreement to which it is party does not, and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act Transactions and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company with the applicable provisions of this Agreement, the Amalgamation Agreement and the consummation by the Company of the transactions contemplated by this each other Ancillary Agreement do not and to which it is party will not not: (ia) violate or conflict with or result in any breach of any provision of the Declaration of Trust Company Articles or Bylaws of the Company By-laws or any similar organizational the comparable governing documents of any of its subsidiariesSubsidiaries; (b) require any Governmental Approval, except for (i) the Governmental Approvals set forth in Section 4.4(b) of the Company Disclosure Letter; and (ii) the filing of the Articles of Amendment and the Articles of Amalgamation with the Registrar, all other filings and recordings required under the BCA and appropriate documents with the relevant authorities of other territories, provinces, states and countries in which the Company and its Subsidiaries are qualified to do business; (c) result in a material violation or breach of, or conflict with, constitute (with or without due notice or lapse of time or both) a material default under, or give rise to any penalty, right of amendment, modification, renegotiation, termination, amendment, cancellation, payment or acceleration or loss of benefits or the creation or acceleration of any right or obligation under or loss of any material benefit or right under, or result in the creation of any Lien Liens upon any of the properties or assets of the Company or any of its subsidiaries under, Subsidiaries under any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permitsublicense, franchise, purchase orderpermit, sales order concession, agreement, contract, obligation, commitment, understanding, arrangement, franchise agreement or other instrument, understanding obligation or obligation, whether written or oral (a “contract“), authorization applicable to which the Company or any of its subsidiaries is a party Subsidiaries, or by which any such Person or any of its properties or assets may be bound bound; or (d) materially violate or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate conflict with any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Law applicable to the Company, Company or any of its subsidiaries the Subsidiaries or by which any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyassets may be bound.

Consents and Approvals; No Violations. Other than such filings as, if not made, obtained or given, would not reasonably be expected to prevent or materially delay the performance by such Stockholder of any of its obligations under this Agreement: (ai) The no consent, approval, authorization or permit of, action by, or filing by such Stockholder with or notification by such Stockholder to, any Governmental Entity or any other Person is required in connection with the execution, delivery and performance of this Agreement by such Stockholder; and (ii) no consents, registrations, approvals, permits or authorizations are required to be obtained by such Stockholder from any Governmental Entity or any other Person in connection with the execution, delivery and performance of this Agreement by such Stockholder, except in the case of both clause (i) and (ii) as may be required under applicable securities Laws and for the written consent of the Company Board to the execution and delivery by the Company Stockholders of this Agreement and the performance by the Stockholders of their respective obligations under this Agreement, including for purposes of Article II of the Stockholders’ Agreement, received by the Stockholders on or before the date of this Agreement (the “Company Board Consent”). Assuming the accuracy of the representations and warranties of the Company set forth in the Merger Agreement, the execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation by the Company such Stockholder of the transactions contemplated by this Agreement do not and will not require any filing or registration withnot, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiaries, (ii) result in 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 of termination, amendment, cancellation, acceleration modification or loss acceleration) (whether after the giving of benefits notice or the creation passage of time or acceleration of both) under any right contract, agreement, arrangement or obligation under commitment to which such Stockholder is a party or which is binding on it or its assets, and will not result in the creation of any Lien upon on any of the assets or properties or assets of such Stockholder (other than the Company or any Stockholder Shares pursuant to the terms of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“this Agreement), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for such violations, breaches breaches, defaults, terminations, cancellations, modifications, accelerations or defaults that Liens as would not have a Material Adverse Effect on the Company and that would not reasonably be expected to prevent or materially delay the consummation performance by such Stockholder of the transactions contemplated herebyany of its obligations under this Agreement.

Consents and Approvals; No Violations. (a) The execution, execution and delivery and performance by the Company of this Agreement do not, and the consummation by the Company performance of the transactions contemplated by this Agreement do not and its obligations hereunder will not not, require any consent, approval, authorization or permit of, or filing with or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than Entity except for (i) the pre-merger notification requirements under the HSR Act, (ii) the applicable requirements of the Exchange Act, (iii) the applicable requirements of the NYSE, (iv) the filing of the Certificate of Merger Filing as contemplated by Article II hereofpursuant to the DGCL, (iiv) filings with the Securities and Exchange Commission any registration, filing or notification required pursuant to state securities or blue sky laws (the requirements in clauses (i) through (v), collectively, the “SEC“Governmental Requirements”) and compliance with (vi) any applicable requirements of the Securities Act of 1933such consent, as amended (the “Securities Act“)approval, authorization, permit, filing or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvalsnotification, the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or that would prevent or materially delay the consummation of the Merger or the other transactions contemplated herebyby this Agreement. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq.21 (b) The execution, execution and delivery and performance by the Company of this Agreement do not, and the consummation by the Company performance of the transactions contemplated by this Agreement do not and its obligations hereunder will not not, (i) conflict with or result in any breach of subject to the Company Stockholder Approval, violate any provision of the Declaration of Trust or Bylaws Constituent Documents of the Company or any similar organizational documents of any of its subsidiariesCompany Subsidiary, (ii) result in 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 of termination, amendmentcancellation, cancellationpayment, acceleration or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries revocation under, any of the terms, conditions Company Contract or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), Company Real Property Lease to which the Company or any of its subsidiaries Company Subsidiary is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree Company or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries Company Subsidiary or any of their respective assets or properties may be bound, (iii) result in the creation or assetsimposition of any Encumbrance (other than Permitted Encumbrances) upon any property or asset of the Company or any Company Subsidiary or (iv) assuming the Company Stockholder Approval and all consents, except approvals, authorizations and permits contemplated 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 law, rule, regulation, order, judgment or decree to which the Company or any Company Subsidiary is subject, except, in the case of clauses (ii) or ), (iii) and (iv), for violations, breaches breaches, defaults, terminations, cancellations, payments, accelerations, revocations, creations, impositions or defaults that conflicts which, individually or in the aggregate, would not have reasonably be expected to have, a Company Material Adverse Effect on the Company and that would not or prevent or materially delay the consummation of the Merger or the other transactions contemplated herebyby this Agreement.

Consents and Approvals; No Violations. Other than as set forth in Section 5.4 of the Company Disclosure Schedule, and except for such filings that may be required by the HSR Act (aas hereinafter defined) The or other Antitrust Law (as hereinafter defined) that may become applicable to the Merger or the other transactions contemplated by this Agreement, no filing with or notice to, and no permit, authorization, registration, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, authority or other entity (a "Governmental Entity") or other third party is required on the part of the Company or any of its Subsidiaries for the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration withTransaction Documents, notification toas applicable, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by hereby, except the filing of the Certificate of Merger pursuant to the DGCL. Neither the execution, delivery and performance of this Agreement do not and the Transaction Documents, as applicable, by the Company nor the consummation by the Company of the transactions contemplated hereby will not (ia) conflict with or result in any breach breach, violation or infringement of any provision of the Declaration respective certificate of Trust incorporation or Bylaws by-laws (or similar governing documents) of the Company or any similar organizational documents of any of its subsidiariesSubsidiaries, (iib) result in a breach, violation or breach infringement of, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to the creation of any Lien or any right of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreementguarantee, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (each a “contract“"Contract"), to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of its them or any of their respective properties or assets may be bound or under the privacy or other policies applicable to their Web Sites (iii) subject to the government filings and other matters referred to in Section 4.4(aas hereinafter defined), (c) change the rights or obligations of any party under any Contract, or (d) violate or infringe any judgment, order, writ, preliminary or permanent injunction or decree or any statuteinjunction, judgment, arbitration award, agency requirement, decree, law, statute, ordinance, rule or regulation of any Governmental Authority regulation, concession, franchise, permit, license or other governmental authorization or approval (each a "Law") applicable to the Company, Company or any of its subsidiaries Subsidiaries or any of their respective properties or assets, except in the case of clauses (iib), (c) or (iiid) for breaches, violations, breaches infringements, defaults or defaults that changes which would not not, individually or in the aggregate, have a Company Material Adverse Effect on the Company and that would not prevent Effect. For purposes of this Agreement, "Lien" means, any option, claim, mortgage, lien, pledge, charge, security interest or materially delay the consummation encumbrance or restrictions of the transactions contemplated herebyany kind in respect thereof.

Consents and Approvals; No Violations. (a) The Except for (i) filings pursuant to the HSR Act and any required filings or notifications under any foreign antitrust or competition Laws, (ii) applicable requirements of and filings with the SEC under the Exchange Act, including the joint proxy statement to be mailed to the Company’s and Parent’s stockholders in connection with the Company Special Meeting and the Parent Special Meeting (the “Proxy Statement”) and a registration statement on Form N-14 in which the Proxy Statement will be included as a prospectus (the “Form N-14”), and declaration of effectiveness of the Form N-14, (iii) filings with NASDAQ, (iv) the filing of the Certificate of First Merger and the Certificate of Second Merger, (v) applicable requirements under “blue sky” laws of various states, (vi) compliance with the Investment Company Act, (vii) any consents, approvals or filings referred to in the Company Disclosure Letter or (viii) any consents, approvals or filings the failure of which to be obtained or made would not have a Company Material Adverse Effect, neither the execution, delivery and or performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not require on the part of the Company any filing or registration with, notification to, or authorization, permit, consent or approval of, any federal, state, local or other action by or in respect of, any governmental bodyforeign government, court, agencylegislative, executive or regulatory authority, commission, official agency or any self-regulatory or other authority agency (collectively, a “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“Entity”), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The Neither the execution, delivery and or performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not (i) conflict with or result in any breach of violate any provision of the Declaration certificate of Trust incorporation or Bylaws bylaws (or equivalent organizational documents) of the Company or any similar organizational documents of any of its subsidiariesSubsidiaries, (ii) assuming that the consents, approvals, and filings referred to in Section 3.3(b) of the Company Disclosure Letter are duly obtained or made, result in 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 of termination, amendment, cancellation, acceleration cancellation or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company or any of its subsidiaries Subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to assuming that the government consents, approvals, and filings and other matters referred to in Section 4.4(a)3.3(a) are duly obtained or made, violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority Law applicable to the Company, Company or any of its subsidiaries or any of their properties or assetsSubsidiaries; except, except in the case of clauses (ii) or and (iii) ), for such violations, breaches breaches, defaults, terminations, cancellations or defaults accelerations that would not not, individually or in the aggregate, have a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The Assuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.3, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery and or performance by the Company of this Agreement and or the Ancillary Documents to which the Company is or will be a signatory or the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration withhereby, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than except for (i) compliance with and filings under the filing of the Merger Filing as contemplated by Article II hereofHSR Act, and (ii) such filings with the Securities and Exchange Commission (the “SEC“) and compliance with as may be required by any applicable requirements of the Securities Act of 1933federal or state securities, as amended (the takeover or “Securities Act“), or the Exchange Act blue sky” laws and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with those that may be required as a result of any applicable requirements facts or circumstances relating to Buyer or any of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, its Affiliates. Neither the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or Nasdaq. (b) The execution, delivery and or performance by the Company of this Agreement and or the Ancillary Documents to which the Company is or will be a signatory nor the consummation by the Company of the transactions contemplated by this Agreement do not and hereby or thereby will not (ia) conflict with or result in any material breach of any provision of the Declaration of Trust or Bylaws of the Company or any similar organizational documents of any of its subsidiariesCompany’s Governing Documents, (iib) result in a violation or breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to any right of termination, amendmentcancellation or acceleration), cancellation, acceleration or result in the loss of benefits or the creation or acceleration of any right or obligation benefit under, or require the consent of any Person and/or payment of additional fees to allow the Company to continue to enjoy its rights and benefits under any of the terms, conditions or provisions of any Material Contract to which it is a party or any Material Permit it holds, (c) violate any Order or Law of any Governmental Entity having jurisdiction over the Company or any of its properties or assets or (d) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any of the properties properties, rights or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violations, breaches or defaults that would not have a Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated hereby.

Consents and Approvals; No Violations. (a) The Except as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, Section 721 of the Defense Production Act of 1950, the International Traffic in Arms Regulations, the DGCL, the rules and regulations of NYSE and state securities laws, and subject to the accuracy of Parent Holdco’s, Parent’s and Merger Sub’s representations and warranties set forth in Section 4.4(a), neither the execution, delivery and or performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not require the Company or any filing or registration with, notification of its Subsidiaries to make any notice to, or filing with, or obtain any permit, authorization, permit, consent or approval of, or other action by or in respect ofany Governmental Entity of competent jurisdiction, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing with such exceptions as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have constitute a Company Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or NasdaqEffect. (b) The Assuming the accuracy of the representations and warranties contained in Section 4.8 and subject to obtaining the Stockholder Approval, neither the execution, delivery and or performance of this Agreement by the Company of this Agreement and nor the consummation by the Company of the transactions contemplated by this Agreement do not and hereby will not (i) contravene, conflict with with, or result in any violation or breach of any provision of the Declaration certificate of Trust incorporation or Bylaws bylaws of the Company or any of the similar organizational documents of any of its subsidiariesthe Company’s Subsidiaries (including joint venture, shareholder or similar agreements in respect of non-wholly owned Subsidiaries), in any material respect, or, (ii) assuming compliance with the matters referred to in Section 3.5(a), contravene, conflict with or result in a violation or breach ofof any provision of any applicable Law, require any consent or other action by any Person under, constitute (a default or an event that, with or without due notice or notice, lapse of time or both) , would constitute a default under, or cause or permit the termination, cancellation, expiration, acceleration, material modification or repricing of any right or obligation under, or give rise to any right of termination, amendment, cancellation, acceleration fee or loss of benefits or the creation or acceleration of any right or payment obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries under, any of the terms, conditions or provisions provision of any noteMaterial Contract, bond, mortgage, indenture, deed with such exceptions in respect of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses this clause (ii) or (iii) for violations, breaches or defaults that as would not have constitute a Company Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. Except (a) for applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Securities Act, the Exchange Act, state or foreign laws relating to takeovers, state securities or blue sky laws, state insurance laws and the regulations promulgated thereunder, the filing of the Articles of Merger as required by the FBCA and The General and Business Corporation Law of Missouri and the filing of the Certificate of Designation as required by Section 7.11 (collectively, the "Governmental Requirements"), or (b) where the failure to make any filing with, or to obtain any permit, authorization, consent or approval of, any court or tribunal or administrative, governmental or regulatory body, agency, commission, division, department, public body or other authority (a "Government Entity") would not prevent or delay the consummation of the Merger, or otherwise prevent Purchaser or Sub from performing their respective obligations under this Agreement, and would not individually or in the aggregate have a Purchaser Material Adverse Effect, no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement by Purchaser and Sub and the consummation by the Company of the transactions contemplated by this Agreement. Neither the execution, delivery or performance of this Agreement do not and will not require any filing by Purchaser or registration withSub, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) other than (i) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act“), or the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal and state securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay nor the consummation by Purchaser or Sub of the transactions contemplated hereby. No subsidiary , nor compliance by Purchaser or Sub with any of the Company is required to make any filings with the SEC or Nasdaq. (b) The executionprovisions hereof, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result in any breach of any provision provisions of the Declaration Articles of Trust Incorporation or Bylaws By-Laws of Purchaser and Sub or the Company Articles or any similar organizational documents Certificate of Incorporation, as the case may be, or By-Laws of any of its subsidiariesthe Purchaser Subsidiaries, (ii) result in 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 of termination, amendment, cancellation, acceleration acceleration, vesting, payment, exercise, suspension or loss of benefits or the creation or acceleration of any right or obligation under or result in the creation of any Lien upon any of the properties or assets of the Company or any of its subsidiaries revocation) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, loansecurity interest, credit agreement, leaseindenture, license, permit, franchise, purchase order, sales order contract, agreement agreement, plan or other instrument, understanding instrument or obligation, whether written or oral (a “contract“), obligation to which the Company Purchaser, Sub or any of its subsidiaries the Purchaser Subsidiaries is a party or by which any of its them or any of their properties or assets may be bound or affected, (iii) subject to the government filings and other matters referred to in Section 4.4(a), violate any judgment, order, writ, preliminary or permanent injunction or decree or any injunction, decree, statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the CompanyPurchaser, Sub, any of its subsidiaries Purchaser Subsidiary or any of their properties or assets, (iv) result in the creation or imposition of any Encumbrance on any asset of Purchaser, Sub or any Purchaser Subsidiary, or (v) cause the suspension or revocation of any permit, license, governmental authorization, consent or approval necessary for Purchaser, Sub or any of the Purchaser Subsidiaries to conduct its business as currently conducted, except in the case of clauses (ii) or ), (iii), (iv) and (v) for violations, breaches breaches, defaults, terminations, cancellations, accelerations, creations, impositions, suspensions or defaults that revocations which would not individually or in the aggregate have a Purchaser Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.

Consents and Approvals; No Violations. (a) The execution, delivery and performance by the Company Intas of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not require any filing or registration with, notification to, or authorization, permit, license, declaration, Order, consent or approval of, or other action by or in respect of, any governmental body, court, agency, commission, official or regulatory or other authority (collectively, “Governmental Authority“) Authority other than (iii) the filing of the Merger Filing as contemplated by Article II hereof, (ii) filings with the Securities and Exchange Commission (the “SEC“) and compliance with any applicable requirements SEC of the Securities Act of 1933, as amended (the “Securities Act“), or such reports under the Exchange Act as may be required in connection with this Agreement and the rules transaction contemplated by this Agreement, (iv) such clearances, consents, approvals, Orders, licenses, authorizations, registrations, declarations, permits, filings and regulations thereunder and any other notifications as may be required under applicable U.S. federal and state or foreign securities laws, (iii) compliance with any applicable requirements of Nasdaq, and (iv) such other filings, registrations, notifications, authorizations, consents or approvals, the failure to make would not have a Material Adverse Effect or that would prevent or materially delay the consummation of the transactions contemplated hereby. No subsidiary of the Company is required to make any filings with the SEC or NasdaqLaws. (b) The execution, delivery and performance by the Company Intas of this Agreement and the consummation by the Company of the transactions contemplated by this Agreement do not and will not (i) conflict with or result violate the Company Charter or Company Bylaws or similar organizational documents, (ii) assuming that all consents, approvals, authorizations and other actions have been obtained and all filings and other obligations have been made, conflict with or violate, in any breach of material respect, any provision of Law applicable to the Declaration of Trust Company or Bylaws by which any property or asset of the Company or any similar organizational documents of any of its subsidiariesSubsidiaries is bound, (iiiii) require any consent or notice, or result in a any violation or breach of, or conflict with, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to any right of purchase, termination, amendment, cancellation, acceleration or cancellation) under, result in the loss of benefits or the creation or acceleration of any right or obligation under benefit under, or result in the creation triggering of any Lien upon any of the properties or assets of the Company or any of its subsidiaries underpayments pursuant to, any of the terms, conditions or provisions of any noteCompany Material Contract or (iv) result in the creation of an Encumbrance (except for Permitted Encumbrances) on any property or asset of the Company, bond, mortgage, indenture, deed of trust, loan, credit agreement, lease, license, permit, franchise, purchase order, sales order contract, agreement or other instrument, understanding or obligation, whether written or oral (a “contract“), with respect to which the Company or any of its subsidiaries is a party or by which any of its properties or assets may be bound or clauses (iii) subject to the government filings and other matters referred to in Section 4.4(a(iv), violate any judgmentfor such triggering of payments, orderEncumbrances, writfilings, preliminary notices, permits, authorizations, consents, approvals, violations, terminations, amendments, accelerations, cancellations, conflicts, breaches, defaults, losses of benefits or permanent injunction rights which would not, individually or decree or any statute, law, ordinance, rule or regulation of any Governmental Authority applicable to the Company, any of its subsidiaries or any of their properties or assets, except in the case of clauses (ii) or (iii) for violationsaggregate, breaches or defaults that would not reasonably be expected to have a Intas Material Adverse Effect on the Company and that would not prevent or materially delay the consummation of the transactions contemplated herebyEffect.