Common use of Governmental Consents; No Conflicts Clause in Contracts

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser and Merger Sub of this Agreement or their Related Agreements, and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby, do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent that is required as a result of any facts or circumstances relating solely to the Company or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactions. (b) Except as set forth on Schedule 6.5(b), the execution, delivery and performance by Purchaser and Merger Sub of this Agreement and their Related Agreements, and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and thereby, do not and will not violate, conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser or any of its Subsidiaries under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries or any of their respective properties or assets, (ii) any Contract to which Purchaser or any of its Subsidiaries is a party or by which Purchaser or its Subsidiaries or any of their respective properties or assets are bound, including any Purchaser Material Contract or Purchaser Real Property Lease, (iii) any Permit held by Purchaser or any of its Subsidiaries or (iv) any of the Organizational Documents of Purchaser or Merger Sub, except, in the case of each of clauses (i) through (iii), where such violation, conflict, breach, cancellation, termination or default would not, individually or in the aggregate, be expected to be material to Purchaser, the Purchaser Subsidiaries and, after the Closing, the Company Entities, taken as a whole.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser and Merger Sub the Company of this Agreement or their its Related Agreements, and the consummation by Purchaser and Merger Sub the Company of the transactions contemplated hereby and thereby, do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent that is required as a result of any facts or circumstances relating solely to the Company Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) , and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactions. (b) Except as set forth on Schedule 6.5(b5.5(b), the execution, delivery delivery, and performance by Purchaser and Merger Sub the Company of this Agreement and their its Related Agreements, and the consummation by Purchaser and Merger Sub the Company of the transactions contemplated hereby and thereby, do not and will not not, violate, conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser or any of its Subsidiaries Company Entity under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries the Company Entities or any of their respective properties or assets, (ii) any Contract to which Purchaser or any of its Subsidiaries is a party or by which Purchaser or its Subsidiaries or any of their respective properties or assets are bound, including any Purchaser Material Contract or Purchaser Real Property LeaseContract, (iii) any Permit held by Purchaser or any of its Subsidiaries Company Entity or (iv) any of the Organizational Documents of Purchaser or Merger Subthe Company, except, in the case of each of clauses (iii) through and (iii), where such violation, conflict, breach, cancellation, termination or default would not, individually or in the aggregate, be expected to be material to Purchaser, the Purchaser Subsidiaries and, after the Closing, the Company Entities, Entities taken as a whole.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser each of Live Oak and Merger Sub of this Agreement or their and its Related Agreements, and the consummation by Purchaser each of Live Oak and Merger Sub of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any material Consent of of, filing, notification, or registration with any Governmental Authority, other than (i) any Consent of, filing, notification, or registration with any Governmental Authority, the failure of which to be obtained would not be material to Live Oak or Merger Sub or prevent or materially delay the consummation by Live Oak and Merger Sub of the transactions contemplated by this Agreement or any of its Related Agreements, (ii) any Consent of, filing, notification, or registration with any Governmental Authority that is required as a result of any facts or circumstances relating solely to the Company Company, any Shareholder, or any of its their respective Affiliates, (iiiii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SECGeorgia, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such the Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act notifications, or registrations with respect to the Transactionsany Governmental Authority set forth on Schedule 5.2(a). (b) Except as set forth on Schedule 6.5(b5.2(b), the execution, delivery delivery, and performance by Purchaser each of Live Oak and Merger Sub of this Agreement and their its applicable Related Agreements, and the consummation by Purchaser each of Live Oak and Merger Sub of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser Live Oak or any of its Subsidiaries Merger Sub under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries Live Oak, Merger Sub, or any of their respective properties or assets, (ii) any material Contract to which Purchaser Live Oak or any of its Subsidiaries Merger Sub is a party or by which Purchaser or its Subsidiaries Live Oak, Merger Sub, or any of their respective properties or assets are is bound, including any Purchaser Material Contract or Purchaser Real Property Lease, (iii) any Permit held by Purchaser Live Oak or any of its Subsidiaries Merger Sub, or (iv) any of the Organizational Documents of Purchaser Live Oak or Merger Sub, Sub except, in the case of each of clauses (i) through ), (ii), and (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually not prevent or in delay the aggregate, be expected consummation by Live Oak or Merger Sub of the transactions contemplated by this Agreement or any of its Related Agreements. (c) The only vote of the Live Oak Stockholders required to be material to Purchaseradopt this Agreement and approve the Merger is the affirmative vote of the holders of at least a majority of the outstanding Live Oak Shares (the “Required Live Oak Stockholder Approval”). No other vote of the Live Oak Stockholders is required by Law, the Purchaser Subsidiaries andOrganizational Documents of Live Oak, after the Closing, the Company Entities, taken as or any Contract to which Live Oak is a wholeparty.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser and Merger Sub such Seller of this Agreement or their and its Related Agreements, and the consummation by Purchaser and Merger Sub such Seller of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not prevent or delay the consummation by such Seller of the transactions contemplated by this Agreement or any of its Related Agreements, (ii) any Consent that is required as a result of any facts or circumstances relating solely to the Company Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) (Athe Consents set forth on Section 4.3(a) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the TransactionsSeller Disclosure Schedule. (b) Except as set forth on Schedule 6.5(b)Section 4.3(b) of the Seller Disclosure Schedule, the execution, delivery delivery, and performance by Purchaser and Merger Sub such Seller of this Agreement and their its Related Agreements, and the consummation by Purchaser and Merger Sub such Seller of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser or any of its Subsidiaries Shares held by such Seller under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries such Seller or any of their respective such Seller’s properties or assets, including the Shares held by such Seller, (ii) any Contract to which Purchaser or any of its Subsidiaries such Seller is a party or by which Purchaser or its Subsidiaries Seller or any of their respective such Seller’s properties or assets are boundassets, including any Purchaser Material Contract or Purchaser Real Property Leasethe Shares held by such Seller, is bound, (iii) any Permit held by Purchaser or any of its Subsidiaries such Seller, or (iv) if such Seller is a legal entity, any of the Organizational Documents of Purchaser or Merger Subsuch Seller, except, in the case of each of clauses (i) through ), (ii), and (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, be expected to be material to Purchaser, prevent or delay the Purchaser Subsidiaries and, after consummation by such Seller of the Closing, the Company Entities, taken as a wholetransactions contemplated by this Agreement or any of its Related Agreements.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser and Merger Sub the Company of this Agreement or their Related AgreementsAgreement, and the consummation by Purchaser and Merger Sub the Company of the transactions contemplated hereby and therebyby this Agreement, do not and will not require any material Consent of consent of, filing, notification, or registration with any Governmental AuthorityEntity, other than (i) any Consent consent of, filing, notification, or registration with any Governmental Entity, the failure of which to be obtained would not materially prevent or delay the consummation by the Company of the transactions contemplated by this Agreement, (ii) any consent of, filing, notification, or registration with any Governmental Entity that is required as a result of any facts or circumstances relating solely to the Company Parent or any of its Affiliates, (iiiii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iiiiv) (A) the filing with the SEC of notices, and expiration of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Actrelated waiting period, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act and (v) the consents, filings, notifications, or registrations with respect to any Governmental Entity set forth on Schedule 3.3(a) of the TransactionsCompany Disclosure Letter. (b) Except as set forth on Schedule 6.5(b)3.3(b) of the Company Disclosure Letter, the execution, delivery delivery, and performance by Purchaser and Merger Sub the Company of this Agreement and their Related AgreementsAgreement, and the consummation by Purchaser and Merger Sub the Company of the transactions contemplated hereby and therebyby this Agreement, do not and will not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien Encumbrance (other than Permitted Encumbrances) on any of the properties or assets of Purchaser the Company or any of its Subsidiaries under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on Purchaser or the Company, its Subsidiaries or any of their respective properties or assets, (ii) any Contract to which Purchaser or any of its Subsidiaries is a party or by which Purchaser or its Subsidiaries or any of their respective properties or assets are bound, including any Purchaser Material Contract or Purchaser Real Property LeaseContract, (iii) any Permit permit, license, approval, governmental qualification, registration, or other authorization required to be obtained (a “Permit”), including any environmental permit as required by any Environmental, Health and Safety Requirements (an “Environmental Permit”), held by Purchaser the Company or any of its Subsidiaries Subsidiaries, or (iv) any of the Organizational Charter Documents or organizational documents of Purchaser the Company or Merger Subits Subsidiaries, except, in the case of each of clauses (i) through ), (ii), and (iii)) above, where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, reasonably be expected to be material to Purchaser, the Purchaser Subsidiaries and, after the Closing, the Company Entitiesand its Subsidiaries, taken as a whole, or prevent the consummation by the Company of the transactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (a) The execution, delivery, delivery and performance by Purchaser and Merger Sub of this Agreement or their Related Agreements, and the consummation Related Agreements by Purchaser TDCC and Merger Sub of the transactions contemplated hereby and thereby, its applicable Affiliates do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent that is required the failure of which to be obtained would not reasonably be expected to have a Business Material Adverse Effect or would not prevent or materially delay the consummation by TDCC or any such Affiliate of the transactions contemplated by this Agreement, (ii) any Consent relating to the Restructuring Transactions, (iii) such Consents as may be necessary as a result of any facts or circumstances relating solely to the Company Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, Affiliates and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactionsany Consent set forth on Schedule 3.3(a). (b) Except as set forth on Schedule 6.5(b3.3(b), the execution, delivery and performance by Purchaser and Merger Sub of this Agreement and their of the applicable Related AgreementsAgreements by TDCC and its applicable Affiliates, and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby and therebythereby by such Persons, do not and will not violate(i) violate any Law applicable to or binding on AgroFresh, TDCC or any such Affiliate or their respective assets, (ii) violate or conflict with, result in a breach, cancellation or termination of, constitute a default under, result in the creation of any Lien on upon any of the properties or assets of Purchaser AgroFresh, TDCC or any of its Subsidiaries such Affiliate under, or result in or constitute a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries or any of their respective properties or assets, (ii) any Contract to which Purchaser AgroFresh, TDCC or any of its Subsidiaries such Affiliate is a party or by which Purchaser AgroFresh, TDCC or its Subsidiaries any such Affiliate or any of their respective properties or assets are bound, including any Purchaser Material Contract bound or Purchaser Real Property Lease, (iii) violate or conflict with any Permit held by Purchaser provision of the certificate of incorporation or by-laws (or similar organizational documents) of AgroFresh, TDCC or any of its Subsidiaries or (iv) any of the Organizational Documents of Purchaser or Merger Subsuch Affiliate, except, in the case of each of clauses (i) through and (iiiii), where such violation, conflict, breach, cancellation, termination termination, default or default Lien (as applicable) would not, individually or in the aggregate, not reasonably be expected to be material to Purchaser, have a Business Material Adverse Effect or would not prevent or materially delay the Purchaser Subsidiaries and, after consummation by TDCC or any such Affiliate of the Closing, the Company Entities, taken as a wholetransactions contemplated by this Agreement.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser and Merger Sub such Company of this Agreement or their Agreement, its Related Agreements, Agreements and the consummation by Purchaser and Merger Sub such Company of the transactions contemplated hereby and thereby, do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not (A) prevent or materially delay the consummation by such Company of the transactions contemplated by this Agreement and its Related Agreements or (B) reasonably be expected to have a Material Adverse Effect, (ii) any Consent that is required as a result of any facts or circumstances relating solely to the Company Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) (Athe Consents set forth on Section 5.3(a) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the TransactionsSeller Disclosure Schedule. (b) Except as set forth on Schedule 6.5(bSection 5.3(b) of the Seller Disclosure Schedule, and assuming the taking of any action by (including any Consents), or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Section 5.3(a) of the Seller Disclosure Schedule, the execution, delivery delivery, and performance by Purchaser and Merger Sub such Company of this Agreement and their Agreement, its Related Agreements, and the consummation by Purchaser and Merger Sub such Company of the transactions contemplated hereby and or thereby, do not and will not materially violate, conflict with, result in a material breach, cancellation cancellation, acceleration or termination of, constitute a material default under, result in the creation of any Lien (other than Permitted Liens and Liens arising under applicable securities Laws) on any of the properties or assets of Purchaser or any of its Subsidiaries such Company under, or result in a circumstance that, with or without notice or lapse of time or both, require any Consent of any Person or would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries such Company or any of their respective its properties or assets, (ii) any Material Contract to which Purchaser or any of its Subsidiaries such Company is a party or by which Purchaser or its Subsidiaries such Company or any of their respective its properties or assets are is bound, including any Purchaser Material Contract or Purchaser Real Property Lease, (iii) any material Permit held by Purchaser or any of its Subsidiaries such Company, or (iv) any of the Organizational Documents of Purchaser or Merger Subsuch Company, except, in the case of each of clauses (i) through - (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, (A) prevent or materially delay the consummation by the Companies of the transactions contemplated by this Agreement and its Related Agreements or (B) reasonably be expected to be material to Purchaser, the Purchaser Subsidiaries and, after the Closing, the Company Entities, taken as have a wholeMaterial Adverse Effect.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser each of Parent and Merger Sub of this Agreement or their and its Related Agreements, and the consummation by Purchaser each of Parent and Merger Sub of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any material Consent of consent of, filing, notification, or registration with any Governmental AuthorityEntity, other than (i) any Consent consent of, filing, notification, or registration with any Governmental Entity, the failure of which to be obtained would not be material to Parent or Merger Sub or prevent or materially delay the consummation by Parent and Merger Sub of the transactions contemplated by this Agreement or any of its Related Agreements, (ii) any consent of, filing, notification, or registration with any Governmental Entity that is required as a result of any facts or circumstances relating solely to the Company Company, any Parent Stockholder, or any of its their respective Affiliates, (iiiii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iiiiv) (A) the filing with the SEC of notices, and expiration of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Actrelated waiting period, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act and (v) the consents, filings, notifications, or registrations with respect to the Transactionsany Governmental Entity set forth on Schedule 4.2(a). (b) Except as set forth on Schedule 6.5(b4.2(b), the execution, delivery delivery, and performance by Purchaser each of Parent and Merger Sub of this Agreement and their its applicable Related Agreements, and the consummation by Purchaser each of Parent and Merger Sub of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien Encumbrance on any of the properties or assets of Purchaser Parent or any of its Subsidiaries Merger Sub under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries Parent, Merger Sub, or any of their respective properties or assets, (ii) any material Contract to which Purchaser Parent or any of its Subsidiaries Merger Sub is a party or by which Purchaser or its Subsidiaries Parent, Merger Sub, or any of their respective properties or assets are is bound, including any Purchaser Material Contract or Purchaser Real Property Lease, (iii) any Permit held by Purchaser Parent or any of its Subsidiaries Merger Sub, or (iv) any of the Organizational Documents organizational documents of Purchaser Parent or Merger Sub, Sub except, in the case of each of clauses (i) through ), (ii), and (iii)) above, where such violation, conflict, breach, cancellation, termination termination, or default would not, individually not prevent or in delay the aggregate, be expected to be material to Purchaser, consummation by Parent or Merger Sub of the Purchaser Subsidiaries and, after the Closing, the Company Entities, taken as a wholetransactions contemplated by this Agreement or any of its Related Agreements.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser and Merger Sub of this Agreement or their and its Related Agreements, and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not be material to Purchaser or prevent or materially delay the consummation by Purchaser of the transactions contemplated by this Agreement or any of its Related Agreements, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Seller, the Company Companies, or any of its their respective Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) (Athe Consents set forth in Section 6.2(a) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the TransactionsDisclosure Schedule. (b) Except as set forth on Schedule 6.5(b)in Section 6.2(b) of the Purchaser Disclosure Schedule, the execution, delivery delivery, and performance by Purchaser and Merger Sub of this Agreement and their its Related Agreements, and the consummation by Purchaser and Merger Sub of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not violate, conflict with, result in a breach, cancellation cancellation, acceleration or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser under, result in the acceleration or triggering of any payment, posting of its Subsidiaries undercollateral (or the right to require the posting of collateral), vesting or increase in the amount of compensation or benefit payable, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on Purchaser or its Subsidiaries or any of their respective its properties or assets, (ii) any material Contract to which Purchaser or any of its Subsidiaries is a party or by which Purchaser or its Subsidiaries or any of their respective its properties or assets are is bound, including any Purchaser Material Contract or Purchaser Real Property Lease, (iii) any Permit held by Purchaser or any of its Subsidiaries Purchaser, or (iv) any of the Organizational Documents of Purchaser or Merger Sub, except, in the case of each of clauses (i) through ), (ii), and (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually not prevent or in materially delay the aggregate, be expected to be material to Purchaser, consummation by Purchaser of the transactions contemplated by this Agreement or any of its Related Agreements or materially adversely affect Purchaser Subsidiaries and, after the Closing, the Company Entities, taken as a wholeor its business or operations.

Governmental Consents; No Conflicts. (a) The execution, delivery, and performance by Purchaser each of Seller and Merger Sub Seller Parent of this Agreement or their and its Related Agreements, and the consummation by Purchaser each of Seller and Merger Sub Seller Parent of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not require any material Consent of or with any Governmental Authority, other than (i) any Consent the failure of which to be obtained would not (A) prevent or materially delay the consummation by either of Seller or Seller Parent of the transactions contemplated by this Agreement or any of its Related Agreements or (B) reasonably be expected to have a Material Adverse Effect, (ii) any Consent that is required as a result of any facts or circumstances relating solely to the Company Purchaser or any of its Affiliates, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) (Athe Consents set forth on Section 4.3(a) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the TransactionsSeller Disclosure Schedule. (b) Except as set forth on Schedule 6.5(b), the The execution, delivery delivery, and performance by Purchaser each of Seller and Merger Sub Seller Parent of this Agreement and their its Related Agreements, and the consummation by Purchaser each of Seller and Merger Sub Seller Parent of the transactions contemplated hereby by this Agreement and therebyits Related Agreements, do not and will not violate, conflict with, result in a breach, cancellation cancellation, acceleration, or termination of, constitute a default under, result in the creation of any Lien on any of the properties Shares held by Seller under, result in a circumstance that, with or assets without notice or lapse of Purchaser time or both, require any Consent of its Subsidiaries underany Person, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (i) any Law or Order applicable to or binding on Purchaser Seller or its Subsidiaries properties or assets, including the Shares, (ii) any Contract to which Seller or Seller Parent is a party or by which Seller or Seller Parent or any of their respective properties or assets, (ii) any Contract to which Purchaser or any of its Subsidiaries including the Shares, is a party or by which Purchaser or its Subsidiaries or any of their respective properties or assets are bound, including any Purchaser Material Contract or Purchaser Real Property Lease, (iii) any Permit held by Purchaser or any of its Subsidiaries Seller, or (iv) any of the Organizational Documents of Purchaser Seller or Merger SubSeller Parent, except, in the case of each of clauses (i) through ), (ii), and (iii), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, (A) prevent or materially delay the ability of Seller or Seller Parent to consummate the transactions contemplated by this Agreement or any of its Related Agreements or (B) reasonably be expected to be material to Purchaser, the Purchaser Subsidiaries and, after the Closing, the Company Entities, taken as have a wholeMaterial Adverse Effect.

Governmental Consents; No Conflicts. (ai) The execution, delivery, and performance by Purchaser and Merger Sub Seller of this Agreement or their Related AgreementsAgreement, and the consummation by Purchaser and Merger Sub Seller of the transactions contemplated hereby and therebyby this Agreement , do not and will not require any material Consent consent of or with any Governmental Authority, other than (ix) any Consent consent the failure of which to be obtained would not prevent or delay the consummation by Seller of the transactions contemplated by this Agreement and (y) any consent that is required as a result of any facts or circumstances relating solely to the Company or any of its Affiliates, affiliates (the term affiliates as used herein has the meaning given to it in the BCA). (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) (A) the filing with the SEC of the Proxy Statement in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the issuance of the Purchaser Shares in which the Proxy Statement will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “Blue Sky” Laws of various states in connection with the issuance of the Purchaser Shares, (v) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Purchaser Shares and (vi) the filings, submissions and declarations required under the HSR Act with respect to the Transactions. (b) Except as set forth on Schedule 6.5(b), the The execution, delivery delivery, and performance by Purchaser and Merger Sub Seller of this Agreement and their Related AgreementsAgreement, and the consummation by Purchaser and Merger Sub Seller of the transactions contemplated hereby and therebyby this Agreement, do not and will not violate, conflict with, result in a breach, cancellation cancellation, or termination of, constitute a default under, result in the creation of any Lien on any of the properties or assets of Purchaser or any of its Subsidiaries Seller Shares under, or result in a circumstance that, with or without notice or lapse of time or both, would constitute any of the foregoing under, under (iA) any Law or Order order applicable to or binding on Purchaser Seller or its Subsidiaries or any of their respective Seller’s properties or assets, including the Seller Shares, (iiB) any Contract to which Purchaser or any of its Subsidiaries Seller is a party or by which Purchaser or its Subsidiaries Seller or any of their respective Seller’s properties or assets are assets, including the Seller Shares, is bound, including any Purchaser Material Contract or Purchaser Real Property Lease, (iiiC) any Permit held by Purchaser or any of its Subsidiaries Seller, or (ivD) any of the Organizational Documents organizational documents of Purchaser or Merger SubSeller, except, in the case of each of clauses (iA), (B) through and (iiiC), where such violation, conflict, breach, cancellation, termination termination, or default would not, individually or in the aggregate, be expected to be material to Purchaser, prevent or delay the Purchaser Subsidiaries and, after consummation by Seller of the Closing, the Company Entities, taken as a wholetransactions contemplated by this Agreement.