Common use of Consents; Non-Contravention Clause in Contracts

Consents; Non-Contravention. (i) Except for Consents of the holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, and the Series E Preferred Stock (all of which Consents the Company has obtained), the approval of the Company’s Board of Directors, and filings required by applicable federal and state securities laws which will be timely made by the Company following the Closing and any subsequent Closing, no Governmental Authorization or Consent is necessary in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement do not and will not (A) violate any Law; (B) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time or both, would constitute a default) under any material Contract or Permit; (C) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Encumbrance (except for any lien for Taxes not yet due and payable) upon any of the assets or properties of the Company or any of the Company’s Subsidiaries under any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any of their assets or properties are bound; (D) permit the acceleration of the maturity of any indebtedness of the Company or any of its Subsidiaries or indebtedness secured by such entity’s assets or properties; (E) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries; or (F) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of the Company or any of its Subsidiaries, except as provided for in connection with the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, or as otherwise provided in this Agreement. Pursuant to the provisions of the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations regarding adjustments in conversion price, in the event the Company issues or sells additional shares of common stock at a price per share less than the conversion price then in effect for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, the conversion price is adjusted. Given the conversion price of the Series E Preferred Stock of $0.01 (less than the current conversion price of the Series A Preferred Stock and Series B Preferred Stock of $0.10 and the Series C Preferred Stock and Series D Preferred Stock of $0.04), the conversion prices of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in February and March 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.10), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in April 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.088), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in September and November 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.125), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in December 2014, January 2016, and February 2016 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.011), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement.

Consents; Non-Contravention. Except for (i) Except for Consents filings and approvals or expiration or termination of applicable waiting periods under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended, the rules and regulations promulgated thereunder (the “HSR Act”), (ii) the filings and approvals or expiration or termination of applicable waiting periods under the other Specified Antitrust Laws (and the post-Closing filings under the Antitrust Laws of Argentina and Egypt), and (iii) consents, no objections, approvals from, or notification to, the BMA, neither the Company, any Affiliate of the holders Company nor any of the Series A Preferred Stockits Subsidiaries needs to give any notice to, the Series B Preferred Stockmake any filing with or obtain any authorization, the Series C Preferred Stockconsent, the Series D Preferred StockOrder, and the Series E Preferred Stock (all of which Consents the Company has obtained), the Permit or approval of the Company’s Board of Directors, and filings required by applicable federal and state securities laws which will be timely made by the Company following the Closing and any subsequent Closing, no Governmental Authorization or Consent is necessary Entity in connection with the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents or the consummation of the transactions contemplated herebyherein and therein. The Except as set forth in the preceding sentence or in Section 3.4 of the Company Disclosure Schedules, neither the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, nor the consummation of the transactions contemplated herein and therein do not and or will not (A) violate any Law; (B) violate or conflict with, result in a breach or termination of, or constitute a default (or a circumstance which, with or without notice or lapse of time time, or both): (a) conflict with, would constitute a default) under any material Contract or Permit; (C) give any third party any additional right (including a termination right) under, permit cancellation of, violate or result in the creation a breach or default of any Encumbrance (except for any lien for Taxes not yet due and payable) upon provision of the Company’s or any of the assets its Subsidiaries’ Organizational Documents; (b) conflict with, violate or properties result in a material breach of any Law or Order to which the Company or any of the Company’s its Subsidiaries or any of their assets, rights, properties or businesses is subject or otherwise bound; (c) conflict with, result in a material breach of, constitute a material default or an event creating rights of acceleration, termination, modification or cancellation or a loss of material rights under or require that any authorization, consent or approval be obtained with respect to any material Contract Contract, Permit, indenture, mortgage, debenture, note or other instrument to which the Company or any of its Subsidiaries is a party party, subject or by which otherwise bound; or (d) result in the Company creation or imposition of any material Lien (other than Permitted Liens) upon any of its Subsidiaries, or any of their the material assets or properties are bound; (D) permit the acceleration of the maturity of any indebtedness of the Company or any of its Subsidiaries or indebtedness secured by such entity’s assets or properties; (E) violate or conflict with any provision of the Certificate of Incorporation or Bylaws businesses of the Company or any of its Subsidiaries; or (F) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of the Company or any of its Subsidiaries, except as provided for in connection with the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, or as otherwise provided in this Agreement. Pursuant to the provisions of the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations regarding adjustments in conversion price, in the event the Company issues or sells additional shares of common stock at a price per share less than the conversion price then in effect for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, the conversion price is adjusted. Given the conversion price of the Series E Preferred Stock of $0.01 (less than the current conversion price of the Series A Preferred Stock and Series B Preferred Stock of $0.10 and the Series C Preferred Stock and Series D Preferred Stock of $0.04), the conversion prices of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in February and March 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.10), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in April 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.088), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in September and November 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.125), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in December 2014, January 2016, and February 2016 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.011), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement.

Consents; Non-Contravention. (i) Except for Consents of any reports or filings as may be required under the holders of the Series A Preferred StockExchange Act in connection with this Agreement, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred StockMerger, and the Series E Preferred Stock (all Other Transactions contemplated by this Agreement, and as set forth in Section 4.4 of which Consents the Company has obtained)Purchaser Disclosure Schedule, none of the Purchaser Companies is required to give any notice to, make any filing with or obtain any authorization, consent, Order or approval of the Company’s Board of Directors, and filings required by applicable federal and state securities laws which will be timely made by the Company following the Closing and any subsequent Closing, no Governmental Authorization or Consent is necessary Person in connection with its execution and delivery by Purchaser and Merger Sub of this Agreement and the other Transaction Documents or the consummation of the Transactions or the Other Transactions, except for any such notice, filing, authorization, consent, Order or approval as would not have a Purchaser Material Adverse Effect. Neither the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, nor the consummation by it of the Transactions or the consummation Other Transactions: (a) will violate any provision of the transactions contemplated hereby. The execution, delivery and performance by the Company Governing Documents of this Agreement do not and will not (A) violate any LawPurchaser Company; (Bb) violate or to Purchaser’s Knowledge, will conflict with, result in a breach or termination of, or constitute a default (or an event creating rights of acceleration, termination, modification or cancellation or a circumstance whichloss of rights under, with or without notice or lapse of time or bothany Purchaser Material Contract, would constitute a default) under any material Contract Purchaser Lease, or Permit; (Cc) give to Purchaser’s Knowledge, will violate any third party material Law or material Order to which any additional right Purchaser Company or any of the assets or businesses of the Purchaser Companies is subject or otherwise bound; or (including a termination rightd) under, permit cancellation of, or will result in the creation or imposition of any Encumbrance Purchaser 30 133991530.23 Lien (except for any lien for Taxes not yet due and payableother than a Permitted Purchaser Lien) upon any of the assets or properties businesses of the Company or any of the Company’s Subsidiaries under any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its SubsidiariesPurchaser Companies, or any of their assets or properties are bound; (D) permit the acceleration of the maturity of any indebtedness of the Company or any of its Subsidiaries or indebtedness secured by such entity’s assets or properties; (E) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries; or (F) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of the Company or any of its Subsidiaries, except as provided for in connection with the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, or as otherwise provided in this Agreement. Pursuant to the provisions of the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations regarding adjustments in conversion priceexcept, in the event the Company issues or sells additional shares case of common stock at a price per share less than the conversion price then in effect for the Series A Preferred Stockclauses (b), Series B Preferred Stock, Series C Preferred Stock(c), and Series D Preferred Stock(d) above, the conversion price is adjusted. Given the conversion price of the Series E Preferred Stock of $0.01 (less than the current conversion price of the Series A Preferred Stock and Series B Preferred Stock of $0.10 and the Series C Preferred Stock and Series D Preferred Stock of $0.04)for any such conflict, the conversion prices of the Series A Preferred Stockbreach, Series B Preferred Stockdefault, Series C Preferred Stockevent, and Series D Preferred Stock will be adjusted downward loss, violation, creation or imposition as would not have a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in February and March 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.10), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in April 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.088), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in September and November 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.125), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in December 2014, January 2016, and February 2016 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.011), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this AgreementPurchaser Material Adverse Effect.

Consents; Non-Contravention. Except for (i) Except for Consents filings and approvals or expiration or termination of applicable waiting periods under the HSR Act, (ii) the filings and approvals or expiration or termination of applicable waiting periods under the other Specified Antitrust Laws (and the post-Closing filings under the Antitrust Laws of Argentina and Egypt), and (iii) consents, no objections, approvals from, or notification to, the BMA, and assuming the accuracy of the holders of the Series A Preferred Stockwarranties set forth in Section 3.4, the Series B Preferred Stockneither Parent nor Merger Sub needs to give any notice to, the Series C Preferred Stockmake any filing with or obtain any authorization, the Series D Preferred Stockconsent, and the Series E Preferred Stock (all of which Consents the Company has obtained), the Order or approval of the Company’s Board of Directors, and filings required by applicable federal and state securities laws which will be timely made by the Company following the Closing and any subsequent Closing, no Governmental Authorization or Consent is necessary Person in connection with the execution, execution and delivery and performance by the Company of this Agreement and the other Transaction Documents to which Parent or Merger Sub are or are intended to be a party, as the case may be, or the consummation of the transactions contemplated herebyherein and therein, except as would not reasonably be expected to prevent or materially delay or impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement or the other Transaction Documents to which Parent or Merger Sub are or are intended to be a party, as the case may be. The Except as set forth in the preceding sentence, neither the execution, delivery and performance by the Company of this Agreement do not and the other Transaction Documents to which Parent or Merger Sub are or are intended to be a party, as the case may be, nor the consummation of the transactions contemplated herein and therein: (a) will not (A) violate any Lawprovision of the Organizational Documents of Parent or Merger Sub; (Bb) will violate any Law or conflict with, result in a breach Order to which Parent or termination of, Merger Sub or constitute a default any of Parent’s or Merger Sub’s assets or businesses is subject or otherwise bound; or (or a circumstance which, with or without notice or lapse of time or both, would constitute a defaultc) under any material Contract or Permit; (C) give any third party any additional right (including a termination right) under, permit cancellation of, or will result in the creation or imposition of any Encumbrance Lien (except for any lien for Taxes not yet due and payableother than Permitted Liens) upon any of the material assets or properties businesses of the Company Parent or any of the Company’s Subsidiaries under any material Contract Merger Sub, except, with respect to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any of their assets or properties are bound; clauses (Db) permit the acceleration of the maturity of any indebtedness of the Company or any of its Subsidiaries or indebtedness secured by such entity’s assets or properties; and (E) violate or conflict with any provision of the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries; or (F) result in the activation of any anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of the Company or any of its Subsidiaries, except as provided for in connection with the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series D Preferred Stock, or as otherwise provided in this Agreement. Pursuant to the provisions of the Series A Certificate of Designations, Series B Certificate of Designations, Series C Certificate of Designations, Series D Certificate of Designations regarding adjustments in conversion price, in the event the Company issues or sells additional shares of common stock at a price per share less than the conversion price then in effect for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, the conversion price is adjusted. Given the conversion price of the Series E Preferred Stock of $0.01 (less than the current conversion price of the Series A Preferred Stock and Series B Preferred Stock of $0.10 and the Series C Preferred Stock and Series D Preferred Stock of $0.04c), as would not reasonably be expected to prevent or materially delay or impair the conversion prices ability of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock will be adjusted downward as a result of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Pursuant Agreement or the other Transaction Documents to which Parent or Merger Sub are or are intended to be a party, as the provisions of the Common Stock Purchase Warrants issued by the Company in February and March 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.10), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in April 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.088), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in September and November 2014 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.125), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreement. Pursuant to the provisions of the Common Stock Purchase Warrants issued by the Company in December 2014, January 2016, and February 2016 regarding adjustments to the exercise price, in the event the Company issues or sells additional shares of common stock pursuant to convertible securities or common stock equivalents at a price per share less than the exercise price of the Common Stock Purchase Warrants, the exercise price is adjusted. Given the current exercise price of the Series E Preferred Stock of $0.01 (less than the exercise price of the Common Stock Warrants of $0.011), the exercise price of the Common Stock Purchase Warrants will be adjusted downward as a result of the transactions contemplated by this Agreementcase may be.