Common use of Consents; Non-Contravention Clause in Contracts

Consents; Non-Contravention. (a) Except for the filing of the Articles of Exchange with the Nevada Secretary of State and filings required by applicable federal and state securities laws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by MXX and Shareholder of this Agreement or the Articles Exchange, or the consummation of the transactions contemplated hereby or thereby. (b) Except as would not result in or cause a Material Adverse Effect, the execution, delivery and performance by MXX and Shareholder of this Agreement and the Articles of Exchange does not and will not (i) violate any Law; (ii) 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; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of MEI or Shareholder under any material Contract to which MEI or Shareholder is a party or by which MEI, Shareholder, or any of their assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of MEI, Shareholder, or indebtedness secured by such entity’s assets or properties; (v) violate or conflict with any provision of the Articles of Association or Bylaws of MEI; or (vi) 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 MEI, except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Exchange with the Nevada Secretary of State and filings required by applicable federal and state securities laws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, that has not been provided at closing is necessary in connection with the execution, delivery and performance by MXX and Shareholder Rennova or Myrtle of this Agreement or the Articles Exchange, or the consummation of the transactions contemplated hereby or thereby. (b) Except as would not result in or cause a Material Adverse Effect, the The execution, delivery and performance by MXX Xxxxxxx and Shareholder Myrtle of this Agreement and the Articles of Exchange does do not and will not (iA) violate any LawLaw or the articles of incorporation or bylaws of Rennova or Myrtle, or (B) except as would not result in a Rennova Material Adverse Effect; (iii) 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; (iiiii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of MEI Rennova or Shareholder Myrtle under any material Contract to which MEI Rennova or Shareholder Myrtle is a party or by which MEI, Shareholder, Rennova or Myrtle or any of their assets or properties are bound; (iviii) permit the acceleration of the maturity of any indebtedness of MEI, Shareholder, Rennova or Myrtle or indebtedness secured by such entity’s assets or properties; (v) violate or conflict with any provision of the Articles of Association or Bylaws of MEI; or (viiv) 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 MEIRennova or Myrtle, except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Exchange with the Nevada Secretary of State and filings required by applicable federal and state securities laws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, that has not been provided at closing is necessary in connection with the execution, delivery and performance by MXX and Shareholder Rennova or Myrtle of this Agreement or the Articles Exchange, or the consummation of the transactions contemplated hereby or thereby. (b) Except as would not result in or cause a Material Adverse Effect, the The execution, delivery and performance by MXX Rxxxxxx and Shareholder Myrtle of this Agreement and the Articles of Exchange does do not and will not (iA) violate any LawLaw or the articles of incorporation or bylaws of Rennova or Myrtle, or (B) except as would not result in a Rennova Material Adverse Effect; (iii) 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; (iiiii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of MEI Rennova or Shareholder Myrtle under any material Contract to which MEI Rennova or Shareholder Myrtle is a party or by which MEI, Shareholder, Rennova or Myrtle or any of their assets or properties are bound; (iviii) permit the acceleration of the maturity of any indebtedness of MEI, Shareholder, Rennova or Myrtle or indebtedness secured by such entity’s assets or properties; (v) violate or conflict with any provision of the Articles of Association or Bylaws of MEI; or (viiv) 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 MEIRennova or Myrtle, except as provided for in this Agreement.

Consents; Non-Contravention. (a) Except for the filing of the Articles of Exchange with the Nevada Secretary of State and filings required by applicable federal and state securities laws, no Permit, consent, authorization or approval of, or filing or registration with, any Governmental Authority or any other Person not a party to this Agreement, is necessary in connection with the execution, delivery and performance by MXX HereLab and Shareholder Shareholders of this Agreement or the Articles Exchange, or the consummation of the transactions contemplated hereby or thereby. (b) Except as would not result in or cause a HereLab Material Adverse Effect, the execution, delivery and performance by MXX and Shareholder HereLab of this Agreement and the Articles of Exchange does do not and will not (i) violate any Law; (ii) 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; (iii) give any third party any additional right (including a termination right) under, permit cancellation of, or result in the creation of any Lien (except for any Lien for taxes not yet due and payable) upon any of the assets or properties of MEI or Shareholder HereLab under any material Contract to which MEI or Shareholder HereLab is a party or by which MEI, Shareholder, HereLab or any of their assets or properties are bound; (iv) permit the acceleration of the maturity of any indebtedness of MEI, Shareholder, HereLab or indebtedness secured by such entity’s assets or properties; (v) violate or conflict with any provision of the Articles Certificate of Association Incorporation or Bylaws of MEIHereLab; or (vi) 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 MEIHereLab, except as provided for in this Agreement.