Common use of Consents and Approvals; Non-Contravention Clause in Contracts

Consents and Approvals; Non-Contravention. The execution and delivery by Shareholder of this Agreement and the performance of its obligations hereunder require no action by or in respect of, or filing with, any Governmental Entity, other than any actions or filings the absence of which would not be reasonably expected to, individually or in the aggregate, prevent, materially delay or impair the performance by Shareholder of any of its obligations under this Agreement on a timely basis. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations hereunder will, (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other governing documents of Shareholder, (ii) contravene, conflict with or result in a violation or breach of any provision of any applicable Law, (iii) result in the creation or imposition of any Lien on the right to vote any Shareholder Shares, except in the case of clauses (ii) and (iii), as would not be reasonably expected to, individually or in the aggregate, prevent, materially delay or impair the performance by Shareholder of any of its obligations under this Agreement.

Consents and Approvals; Non-Contravention. The execution and delivery by such Shareholder of this Agreement and the performance of its obligations hereunder require no action by or in respect of, or filing with, any Governmental EntityAuthority, other than than, (i) the filing with the SEC of any Schedules 13D or 13G or amendments to Schedules 13D or 13G and filings under Section 16 (as applicable) of the 1934 Act, as may be required in connection with this Agreement and (ii) any actions or filings the absence of which would not be reasonably expected to, individually or in the aggregate, prevent, materially delay or impair the performance by such Shareholder of any of its obligations under this Agreement on a timely basis. Neither the execution and delivery of this Agreement by such Shareholder, nor the performance by such Shareholder of its obligations hereunder will, (iA) contravene, conflict with, or result in any violation or breach of any provision of the certificate Organizational Documents of incorporation, bylaws or other governing documents of such Shareholder, (iiB) assuming compliance with the matters referred to in this Section 3(b), contravene, conflict with or result in a violation or breach of any provision of any applicable Applicable Law, (iiiC) result in the creation or imposition of any Lien on the right to vote any Shareholder Shares, except in the case of clauses (iiB) and (iiiC), as would not be reasonably expected to, individually or in the aggregate, prevent, materially delay or impair the performance by such Shareholder of any of its obligations under this Agreement.

Consents and Approvals; Non-Contravention. The execution and delivery by Shareholder of this Agreement and the performance of its obligations hereunder require no action by or in respect of, or filing with, any Governmental Entity, other than any actions or filings the absence of which would not be reasonably expected to, individually or in the aggregate, prevent, materially delay or impair the performance by Shareholder of any of its obligations under this Agreement on a timely basis. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations hereunder will, (i) contravene, conflict with, or result in any violation or breach of any provision of the certificate of incorporation, bylaws or other governing documents of Shareholder, (ii) contravene, conflict with or result in a violation or breach of any provision of any applicable Law, (iiiii) result in the creation or imposition of any Lien on the right to vote any Shareholder Shares, except in the case of clauses (ii) and (iii), as would not be reasonably expected to, individually or in the aggregate, prevent, materially delay or impair the performance by Shareholder of any of its obligations under this Agreement.