Common use of Consents; No Conflict Clause in Contracts

Consents; No Conflict. (a) Except (i) as set forth on the Company Disclosure Letter; (ii) required blue sky filings, if any, which will be effected in accordance with applicable blue sky laws; (iii) filings required under the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; (v) the approval of the NYSE for the issuance and listing of the Shares on the NYSE, subject to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The execution and delivery by the Company of this Agreement, each of the Ancillary Agreements to which it is a party, and the Warrant and the Contingent Warrant, and the performance by the Company of its obligations hereunder, thereunder and in the Certificates of Designations, will not (i) violate any provision of the Certificate of Incorporation or Bylaws; (ii) violate any provision of any law or any order of any court or Governmental Authority; (iii) conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, or allow any other party thereto a right to terminate or seek a payment from the Company or any Subsidiary under the terms of, any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their properties or assets is bound; or (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, other than, in the case of clauses (ii), (iii) and (iv), as would not be reasonably likely to have a Material Adverse Effect.

Consents; No Conflict. (a) Except (i) as set forth on the Company Disclosure Letter; (ii) required blue sky filings, if any, which will be effected in accordance with applicable blue sky laws; (iii) filings required under the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; (v) the approval of the NYSE for the issuance and listing of the Shares on the NYSE, subject to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse EffectSchedule 3.2.6., no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority governmental authority, agency or body or any other Person person on the part of the Company Purchaser is required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except for (i) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; (ii) filings required under the Securities Act or the Exchange Act; or (iii) such consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings, which if not obtained or made, as the case may be, are not reasonably likely to impair in any material respect the ability of the Purchaser to perform any of its obligations or agreements hereunder or under the Ancillary Agreements or consummate the transactions contemplated hereby or thereby. (b) The Neither the execution and delivery by the Company of this AgreementAgreement by Purchaser, each nor the consummation of the Ancillary Agreements to transactions contemplated hereby, nor the fulfillment of the terms and compliance with the provisions hereof will conflict with or result in a material breach of or a material default (or in an occurrence which it is with the lapse of time or action by a third party, and the Warrant and the Contingent Warrantor both, and the performance by the Company of its obligations hereunder, thereunder and could result in the Certificates of Designations, will not (ia material default) violate with respect to any provision of the Certificate of Incorporation terms, conditions or Bylaws; (ii) violate any provision provisions of any law applicable order, writ or any order decree of any court or of any Governmental Authority; (iii) conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default underapplicable to Purchaser, or allow any other party thereto a right to terminate of the governing documents of Purchaser, or seek a payment from the Company or any Subsidiary under the terms of, of any indenture, agreement contract, agreement, lease, or other instrument to which Purchaser is a party or subject or by which the Company Purchaser or any of its subsidiaries or any of their properties or assets is are bound; , or (iv) result in the creation or imposition of any Lien upon any of the properties applicable statute, rule, or assets of the Company regulation to which Purchaser or any of its Subsidiaries, other than, in the case of clauses (ii), (iii) and (iv), as would not be reasonably likely to have a Material Adverse Effectbusinesses is subject.

Consents; No Conflict. (a) Except (i) as set forth on the Company Disclosure Letter; Other than filings and/or notices (iiA) required blue sky filingspursuant to Section 2.3, if any, which will be effected in accordance with applicable blue sky laws; (iiiB) filings required under the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; Act or the Securities Laws, (vC) required under a foreign antitrust or trade regulation law, or (D) required to be made with any applicable Self-Regulatory Organization, neither the approval of Parent nor the NYSE for Merger Sub is required to obtain the issuance and listing of the Shares on the NYSE, subject to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, no consent, approval, order authorization or authorization approval of, or registrationsubmit any notice, qualification, designation, declaration report or any other filing with, any Governmental Authority or any other Person on the part of the Company is required third party or to obtain any consent, permit, license or franchise in connection with the execution, delivery and performance of this Agreement by the Parent or the Merger Sub, respectively, except, in the case of any third party, as would not reasonably be expected to have a Material Adverse Effect with respect to the Parent. (ii) The execution, delivery and performance of this Agreement by each of the Parent and the Merger Sub and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The execution and delivery by the Company of this Agreement, each of the Ancillary Agreements to which it is a party, and the Warrant and the Contingent Warrant, and the performance by the Company of its obligations hereunder, thereunder and in the Certificates of Designations, hereby will not (i) violate any provision of the Certificate of Incorporation or Bylaws; (ii) violate any provision of any law or any order of any court or Governmental Authority; (iii) conflict with, result in a breach of the termination of, contravene or constitute (with notice or lapse of time or both) a default under, or allow be an event which, with the giving of notice or passage of time or both will become a default under, or give to any other party thereto a Person any right of termination pursuant to terminate or seek a payment from the Company or any Subsidiary under the terms of, any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their properties or assets is bound; or (iv) result in the creation or imposition of any Lien upon any of the properties terms, conditions or assets provisions of or under (A) any Applicable Law (provided, as to consummation, the filings, reports and notices are made, and approvals are obtained, as referred to in Section 4.2(c)(i)), (B) the charter and by-laws of the Company Parent or the Merger Sub or (C) any contract, agreement, indenture, mortgage, deed of its Subsidiariestrust, note, bond, franchise, lease, plan, license or other thaninstrument, arrangement or other obligation binding upon the Parent or the Merger Sub, or to which the property of the Parent or the Merger Sub is subject, except in the case of clauses clause (ii), A) or (iiiC) and (iv), as would not reasonably be reasonably likely expected to have a Material Adverse EffectEffect with respect to the Parent.

Consents; No Conflict. (a) Except (i) as set forth on the Company Disclosure Letter; Other than filings and/or notices (iiA) required blue sky filingspursuant to Section 2.3, if any, which will be effected in accordance with applicable blue sky laws; (iiiB) filings required under the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; Act or the Securities Laws, (vC) required under a foreign antitrust or trade regulation law or (D) required to be made with any applicable Self-Regulatory Organization, neither the approval Company nor any Subsidiaries of the NYSE for Company nor any Fund is required to obtain the issuance and listing of the Shares on the NYSE, subject to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, no consent, approval, order authorization or authorization approval of, or registrationsubmit any notice, qualification, designation, declaration report or any other filing with, any Governmental Authority or any third party or to obtain any consent, permit, license or franchise in connection with the execution, delivery and performance of this Agreement, except, in the case of any third party, as would not reasonably be expected to have a Material Adverse Effect with respect to the Company. (ii) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby will not constitute or result in any change in the rights or obligations of any party under any Company Contract, and will not conflict with, result in the termination of, contravene or constitute a default under, or be an event which, with the giving of notice or passage of time or both will become a default under, or give to any other Person on any right of termination, amendment, cancellation, acceleration or receipt of payment pursuant to any of the part terms, conditions or provisions of or under (A) any Applicable Law (provided, as to consummation of the transactions contemplated hereby or thereby, the filings, reports and notices are made, and approvals are obtained, as referred to in Section 4.1(g)(i)), (B) the charter and by-laws or comparable organizational documents of the Company, any Subsidiary of the Company is or any of the Funds or (C) any Company Contract, except in the case of clause (A) or (C) as, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Company. Schedule 4.1(g) of the Company Disclosure Schedule sets forth a correct and complete list of all Company Contracts pursuant to which consents or waivers (whether as result of a change of control, default, right of termination or acceleration or other such comparable provision) are required prior to or in connection with the consummation of the transactions contemplated by this Agreement and (whether or not subject to the Ancillary Agreementsexception set forth with respect to clause (C) above). (b) The execution and delivery by the Company of this Agreement, each of the Ancillary Agreements to which it is a party, and the Warrant and the Contingent Warrant, and the performance by the Company of its obligations hereunder, thereunder and in the Certificates of Designations, will not (i) violate any provision of the Certificate of Incorporation or Bylaws; (ii) violate any provision of any law or any order of any court or Governmental Authority; (iii) conflict with, result in a breach of or constitute (with notice or lapse of time or both) a default under, or allow any other party thereto a right to terminate or seek a payment from the Company or any Subsidiary under the terms of, any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their properties or assets is bound; or (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, other than, in the case of clauses (ii), (iii) and (iv), as would not be reasonably likely to have a Material Adverse Effect.

Consents; No Conflict. (a) Except (i) as set forth on the Company Disclosure Letter; (ii) required blue sky filings, if any, which will be effected in accordance with applicable blue sky laws; (iii) filings required under the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; (v) the approval of the NYSE for the issuance and listing of the Shares on the NYSE, subject to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The execution and delivery by ST and the Company Sellers, the performance of this Agreement, each of ST and the Ancillary Agreements to which it is a partySellers under, and the Warrant consummation by the Sellers of the transactions contemplated by, this Agreement and the Contingent WarrantTransaction Documents to which ST or the Sellers is a party do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Person, except (i) as described in Section 5.4 of the Disclosure Schedules, (ii) the notification requirements of the HSR Act and (iii) filings required under, and compliance with other applicable rules, regulations and requirements of, the Government Regulators set forth on Section 5.4 of the Disclosure Schedules (collectively, the "Required Consents"). (b) Assuming that all Required Consents have been obtained or performed, the execution and delivery by ST and the Sellers, the performance of ST and the Sellers under, and the performance consummation by the Company Sellers of its obligations hereunderthe transactions contemplated by, thereunder this Agreement and in the Certificates of Designations, other Transaction Documents to which the Sellers is a party do not and will not not: (ia) violate any provision of the Certificate of Incorporation or BylawsOrganizational Documents; (iib) violate any provision of any law Law or any order order, judgment or decree of any court or Governmental Authorityother governmental or regulatory authority applicable to ST or the Sellers or any of the Subsidiaries; or (iiic) (i) violate, conflict with, result in a breach of with or constitute (with due notice or lapse of time or both) a breach of or default under, (ii) permit or allow result in the termination, suspension or modification of, (iii) result in the acceleration of (or give any other party thereto a Person the right to terminate or seek a payment from accelerate) the Company performance of ST, the Sellers or any Subsidiary under the terms ofunder, any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their properties or assets is bound; or (iv) result in the creation or imposition of any Lien upon Encumbrance under, any Contract or instrument to which any of the properties Sellers or assets their Subsidiaries is a party or is bound to or, evidencing any of the Company Assets, or any Contract or instrument by which any of its Subsidiariesthe Assets is bound or affected, other thanexcept for purposes of this clause (c) such violations, conflicts, breaches, defaults, terminations, suspensions, modifications, accelerations and Encumbrances as would not, in the case of clauses (ii)aggregate, (iii) and (iv), as would not be reasonably likely expected to have a Material Adverse Effect.

Consents; No Conflict. (a) Except (i) as set forth on the Company Disclosure Letter; Other than filings and/or notices (iiA) required blue sky filingspursuant to Section 2.3, if any, which will be effected in accordance with applicable blue sky laws; (iiiB) filings required under the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; Act or the Securities Laws, (vC) required under a foreign antitrust or trade regulation law, or (D) required to be made with any 40 43 applicable Self-Regulatory Organization, neither the approval of Parent nor the NYSE for Merger Sub is required to obtain the issuance and listing of the Shares on the NYSE, subject to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, no consent, approval, order authorization or authorization approval of, or registrationsubmit any notice, qualification, designation, declaration report or any other filing with, any Governmental Authority or any other Person on the part of the Company is required third party or to obtain any consent, permit, license or franchise in connection with the execution, delivery and performance of this Agreement by the Parent or the Merger Sub, respectively, except, in the case of any third party, as would not reasonably be expected to have a Material Adverse Effect with respect to the Parent. (ii) The execution, delivery and performance of this Agreement by each of the Parent and the Merger Sub and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The execution and delivery by the Company of this Agreement, each of the Ancillary Agreements to which it is a party, and the Warrant and the Contingent Warrant, and the performance by the Company of its obligations hereunder, thereunder and in the Certificates of Designations, hereby will not (i) violate any provision of the Certificate of Incorporation or Bylaws; (ii) violate any provision of any law or any order of any court or Governmental Authority; (iii) conflict with, result in a breach of the termination of, contravene or constitute (with notice or lapse of time or both) a default under, or allow be an event which, with the giving of notice or passage of time or both will become a default under, or give to any other party thereto a Person any right of termination pursuant to terminate or seek a payment from the Company or any Subsidiary under the terms of, any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their properties or assets is bound; or (iv) result in the creation or imposition of any Lien upon any of the properties terms, conditions or assets provisions of or under (A) any Applicable Law (provided, as to consummation, the filings, reports and notices are made, and approvals are obtained, as referred to in Section 4.2(c)(i)), (B) the charter and by-laws of the Company Parent or the Merger Sub or (C) any contract, agreement, indenture, mortgage, deed of its Subsidiariestrust, note, bond, franchise, lease, plan, license or other thaninstrument, arrangement or other obligation binding upon the Parent or the Merger Sub, or to which the property of the Parent or the Merger Sub is subject, except in the case of clauses clause (ii), A) or (iiiC) and (iv), as would not reasonably be reasonably likely expected to have a Material Adverse EffectEffect with respect to the Parent.

Consents; No Conflict. (a) Except (i) for applicable requirements of the HSRA and as set forth on Schedule 5.8, (a) no Seller or Shareholder is required to obtain the Company Disclosure Letter; (ii) required blue sky filings, if any, which will be effected in accordance with applicable blue sky laws; (iii) filings required under the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; (v) the approval of the NYSE for the issuance and listing of the Shares on the NYSE, subject to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, no consent, approval, order authorization or authorization approval of, or registrationto submit any notice, qualification, designation, declaration report or other filing with, any United States (federal, state or local) Governmental Authority or other third party (including, to Sellers' Knowledge, any other Person on foreign Governmental Authority) or to obtain any permit, license or franchise as a condition to the part consummation of this Agreement or the Company is required in connection with transactions contemplated hereby and (b) the execution and delivery of this Agreement by Sellers and the Shareholders and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) The execution and delivery by the Company of this Agreement, each of the Ancillary Agreements to which it is a party, and the Warrant and the Contingent Warrant, and the performance by the Company of its obligations hereunder, thereunder and in the Certificates of Designations, will not hereby (i) violate do not require the consent of any provision third party as a condition to the sale, assignment, transfer or conveyance of the Certificate of Incorporation or Bylaws; any Asset to Buyers and (ii) violate any provision of any law or any order of any court or Governmental Authority; (iii) will not conflict with, result in a breach of the termination of, contravene or constitute (with notice or lapse of time or both) a default under, or allow be an event which, with or without the giving of notice or passage of time or both, will become a default under, or give to others any other party thereto a right of termination, cancellation, modification, payment or acceleration of, or accelerate the performance required by or maturity of, or result in the creation of any Lien or loss of any rights with respect to, the Business or the Assets pursuant to terminate any of the terms, conditions or seek a payment from the Company provisions of or under any Subsidiary United States Applicable Law (whether federal, state or local), under the terms ofArticles of Incorporation or By-laws (or equivalent documents) of any Seller, under any material indenture, mortgage, deed of trust, note, bond, franchise, lease, contract, agreement or other instrument by binding upon any Seller or Shareholder, or to which the Company any Seller or Shareholder or any of its subsidiaries or any of their properties or assets is bound; or (iv) result in the creation or imposition of any Lien upon Assets are subject, including, without limitation, any of the properties Material Contracts or, to Sellers' Knowledge, under any foreign Applicable Law, it being understood that promptly following the date hereof, Sellers shall update Schedule 5.8 to indicate all specific consents or assets of waivers that will be required in order to assign the Company or any of its Subsidiaries, other than, in the case of clauses (ii), (iii) and (iv), as would not be reasonably likely to have a Material Adverse EffectContracts hereunder.

Consents; No Conflict. (a) Except (i) as set forth on in Section 2.03 of the Company Disclosure Letter; (ii) required blue sky Schedule, no consents, approvals, assignments, releases, termination statements, filings, if anynotifications or other similar authorizations or filings ("CONSENTS") to the transactions contemplated by this Agreement or the Escrow Agreement are required from or with any person or entity, which will be effected in accordance with applicable blue sky laws; whether an individual, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture or Governmental Authority (iiias defined below) filings required under (collectively, a "PERSON"). Without limiting the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; (v) the approval generality of the NYSE for foregoing, the issuance and listing Consents of the Shares on IASA stockholders and the NYSEholders of the Obligaciones con Garantia Fiduciaria (IASASA) 1992 formalized by means of the acta de emision (Indenture) contained in public deed 14,956 dated September 2, subject 1992, granted before Xx. Xxxxxxxx Xxxxx, Notary Public 33 in Monterrey, N.L., (as amended from time to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregatetime "Debentures"), to have a Material Adverse Effect, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person on the part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.Escrow Agreement are not required to consummate the transactions contemplated by this Agreement and the Escrow Agreement. Assuming all Consents and other actions described in Section 2.03 of the Disclosure Schedule have been obtained and all filings and notifications listed in Section 2.03 of the Disclosure Schedule have been made, the execution, delivery and performance of this Agreement and the Escrow Agreement by the Sellers, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with the respective ESCRITURA CONSTITUTIVA or Bylaws (or other similar applicable charter document) of the Sellers; (b) The execution and delivery conflict with or violate any law, statute, ordinance, rule, regulation, order, writ, judgment, injunction, decree, ruling, stipulation, determination or award (collectively, a "GOVERNMENTAL ORDER") entered by or with any federal, state or local governmental authority, ------------- ---------------- --------- --------- ----------- Accuride Servicios AISA IASA GIR Company regulatory or administrative agency, or governmental commission, court, tribunal or arbitral body (collectively, the Company of this Agreement, each "GOVERNMENTAL AUTHORITY") applicable to either of the Ancillary Agreements to which it is a party, and the Warrant and the Contingent Warrant, and the performance by the Company of its obligations hereunder, thereunder and in the Certificates of Designations, will not Sellers; (i) violate any provision of the Certificate of Incorporation or Bylaws; (ii) violate any provision of any law or any order of any court or Governmental Authority; (iiic) conflict with, result in a any breach of of, or constitute a Default (with notice as defined below) under any material Contracts (as defined below) relating to the business or lapse assets of time either of the Sellers or both) to or by which either of the Sellers is a default underparty or is otherwise bound or affected, or allow result in the creation of any other party thereto a right to terminate claim, security interest, lien, option, subscription, call, or seek a payment from encumbrance of any kind ("LIEN") on either of the Company or any Subsidiary under the terms ofSellers, any indenture, agreement or other instrument by which the Company or any of its subsidiaries or any of their properties respective assets; (d) require either of the Sellers to notify or assets is boundobtain any License (as defined below) or Consent from any Person; or or (ive) result in any other event that would, or is reasonably likely to, affect the creation ability of either Seller to consummate the transactions contemplated by this Agreement or imposition of any Lien upon any of the properties Escrow Agreement, except for such violations, conflicts, Defaults, Licenses, Consents or assets of the Company or any of its Subsidiaries, other thanevents which, in the case of clauses (ii), (iii) and (iv), as aggregate would not be reasonably likely materially affect the ability of either Seller to have a Material Adverse Effectconsummate the transactions contemplated hereby or thereby.

Consents; No Conflict. (a) Except (i) as set forth on Section 4.3 of the Disclosure Schedule, assuming the truth and accuracy of the representations and warranties of the Company Disclosure Letter; (ii) required blue sky filings, if any, which will be effected set forth in accordance with applicable blue sky laws; (iii) filings required under the Securities Act in connection with the Registration Rights Agreement; (iv) the filing of a Pre-Merger Notification Form and related documents under the HSR Act; (v) the approval of the NYSE for the issuance and listing of the Shares on the NYSE, subject to official notice of issuance; (vi) the Shareholder Approval, and (vii) as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse EffectSection 3.5, no consent, approval, order Order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any Governmental Authority or any other Person on the part of the Company Entity is required by or with respect to Buyer and Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, (ii) compliance with and filings under the HSR Act, and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, Buyer’s or Merger Sub’s ability to perform or comply with the covenants, agreements or obligations of Buyer or Merger Sub herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and the Ancillary Agreements. (b) applicable Law. The execution and delivery by the Company each of Buyer and Merger Sub of this Agreement, each of the Ancillary Agreements Agreement and any Related Agreement to which it is a party, and the Warrant consummation by each of Buyer and the Contingent Warrant, and the performance by the Company of its obligations hereunder, thereunder and in the Certificates of Designations, will not (i) violate any provision Merger Sub of the Certificate of Incorporation transactions contemplated hereby and thereby, shall not conflict with or Bylaws; (ii) violate any provision of any law or any order of any court or Governmental Authority; (iii) conflict with, result in a breach any violation of or constitute default under (with or without notice or lapse of time time, or both) a default under(a) the Buyer Organizational Documents, or allow (b) any other party thereto a right to terminate or seek a payment from the Company or any Subsidiary under the terms ofnote, any bond, mortgage, indenture, agreement Contract or other instrument by or obligation to which the Company Buyer or any of its subsidiaries or any of their properties or assets Merger Sub is bound; a party or (ivc) result in the creation any Law or imposition of any Lien upon any of the properties Order applicable to Buyer or assets of the Company or any of its SubsidiariesMerger Sub, other than, in the case of clauses (ii), (iiib) and (ivc), such conflicts, violations or defaults as would not not, individually or in the aggregate, reasonably be reasonably likely expected to have (i) result in a Material Adverse EffectEffect with respect to Buyer, or (ii) prevent or materially delay the consummation of the Merger and the other transactions contemplated by this Agreement.