Common use of Consents; Non-Contravention Clause in Contracts

Consents; Non-Contravention. (a) Except as set forth on Schedule 4.2, no consent, approval, authorization, exemption or waiver of, or notice or filing with, any Person is required to be obtained, given or made, as applicable, by the Company in connection with the execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is a party, or to consummate the transactions contemplated hereby and thereby. (b) Except as set forth on Schedule 4.2, the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party or by which it is bound and the consummation by the Company of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with or violate any Legal Requirement to which the Company is subject; (ii) contravene, conflict with or violate any Order applicable to the Company; (iii) contravene, conflict with or violate any provision of the Governing Documents of the Company; (iv) contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Contract to which the Company is a party or (v) result in the creation or imposition of any Encumbrance (except the Permitted Encumbrances) upon any of the Purchased Assets or give to any other Person any interests or rights therein, other than any of the foregoing events that would not reasonably be expected to adversely affect (A) the validity or enforceability of this Agreement or any Ancillary Agreement or (B) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Consents; Non-Contravention. (a) Except as set forth on Schedule 4.2stated herein, no other consent, approval, authorization, exemption or waiver of, or notice or filing with, any Person is required to be obtained, given or made, as applicable, by the Company in connection with the execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is a party, or to consummate the transactions contemplated hereby and thereby. (b) Except as set forth on Schedule 4.2in this Section 4.3, the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party or by which it is bound and the consummation by the Company of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with or violate any Legal Requirement to which the Company is subject; (ii) contravene, conflict with or violate any Order applicable to the Company; (iii) contravene, conflict with or violate any provision of the Governing Documents of the Company; Company or (iv) contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Contract to which the Company is a party or (v) result in the creation or imposition of any Encumbrance (except the Permitted Encumbrances) upon any of the Purchased Assets or give to any other Person any interests or rights thereinparty, other than any of the foregoing events that would not reasonably be expected to adversely affect (A) the validity or enforceability of this Agreement or any Ancillary Agreement or (B) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Consents; Non-Contravention. (ai) Except as set forth on Schedule 4.2for authorization of the holders of the Series A and Series B Preferred Stock, no consentthe approval of the Company’s Board of Directors, approval, authorization, exemption or waiver of, or notice or filing with, any Person is and filings required to by applicable federal and state securities laws which will be obtained, given or made, as applicable, timely made by the Company following the Closing, no Governmental Authorization or Consent is necessary in connection with the execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is a party, or to consummate the consummation of the transactions contemplated hereby and therebyhereby. (bii) Except as set forth on Schedule 4.2, the The execution, delivery and performance by the Company of this Agreement do not and each Ancillary Agreement 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 it the Company or any of its Subsidiaries is a party or by which it is bound and the consummation by the Company or any of the transactions contemplated hereby and thereby does not and will notits Subsidiaries, with or without the giving any of notice their assets or the lapse of time or both, (i) contravene, conflict with or violate any Legal Requirement to which the Company is subjectproperties are bound; (iiD) contravene, conflict with or violate any Order applicable to the Company; (iii) contravene, conflict with or violate any provision of the Governing Documents of the Company; (iv) contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Contract to which indebtedness of the Company is a party 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 (vF) result in the creation or imposition activation of any Encumbrance (except anti-dilution rights or a reset or repricing of any debt or security instrument of any creditor or equity holder of the Permitted Encumbrances) upon Company or any of its Subsidiaries, except as provided for in connection with the Purchased Assets or give to any other Person any interests or rights therein, other than any holders of the foregoing events that would not reasonably be expected to adversely affect (A) the validity Series A and Series B Preferred Stock or enforceability of as otherwise provided in this Agreement or any Ancillary Agreement or (B) the consummation of the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement.

Consents; Non-Contravention. (a) Except as set forth on Schedule 4.2, no consent, approval, authorization, exemption or waiver of, or notice or filing with, any Person is required to be obtained, given or made, as applicable, by the Company in connection with the execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is a party, or to consummate the transactions contemplated hereby and thereby. (b) Except as set forth on Schedule 4.2, the execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party or by which it is bound and the consummation by the Company of the transactions contemplated hereby and thereby does not and will not, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with or violate any Legal Requirement to which the Company is subject; (ii) contravene, conflict with or violate any Order applicable to the Company; (iii) contravene, conflict with or violate any provision of the Governing Documents of the Company; (iv) contravene, conflict with, violate, result in a breach of, constitute a default under, result in or permit the termination or amendment of any provision of, or result in or permit the acceleration of the maturity or cancellation of performance of any obligation under, any Company Contract to which the Company is a party or (v) result in the creation or imposition of any Encumbrance (except the Permitted Encumbrances) upon any of the Purchased Assets or give to any other Person any interests or rights therein, other than any of the foregoing events that would not reasonably be expected to adversely affect (A) the validity or enforceability of this Agreement or any Ancillary Agreement or (B) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreementsthan, in both cases, Permitted Encumbrances.