Common use of Governmental Consents; No Violation Clause in Contracts

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Purchaser of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery by Parent and Purchaser of this Agreement do not, and, except as described in Section 5.4(a), the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent or any of Parent’s Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s Subsidiaries, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Documents or the organizational documents of any Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s Subsidiaries or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLMGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Investment Advisors Act, (v) any applicable requirements of other Antitrust Lawsstate and local transfer Taxes, (vi) Required Consents and (vivii) any applicable requirements of the NasdaqNYSE, FINRA or state securities or “blue-sky” laws, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity or Program Lender is necessary or required, under applicable Law, for the consummation by Parent and Purchaser of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery by Parent and Purchaser of this Agreement do not, and, except as described in Section 5.4(a), the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent or any of Parent’s the Parent Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s the Parent Subsidiaries, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Documents or the organizational documents of any Subsidiary of Parent Subsidiary, or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s the Parent Subsidiaries or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLDGCL and the DLLCA, (ii) the filing of the Proxy Statement/Prospectus and the Registration Statement with the SEC and any amendments or supplements thereto and declaration of effectiveness of the Registration Statement and the mailing of the Proxy Statement/Prospectus, (iii) the Securities Act, (iiiiv) the Exchange Act, (ivv) applicable state securities, takeover and “blue sky” laws, (vi) the HSR Act, (v) Act and any other requisite clearances or approvals under any other applicable requirements of other Antitrust Laws, Regulatory Laws of the jurisdictions set forth on Section 3.4(a) of the Company Disclosure Letter and (vivii) any applicable requirements of the NasdaqNYSE, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent Parent, Merger Sub I and Purchaser Merger Sub II of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, (1) a Parent Material Adverse EffectEffect or (2) a material adverse effect on the ability of Parent, Merger Sub I or Merger Sub II to consummate the Transactions, including the Mergers, prior to the Outside Date. (b) The execution and delivery by Parent Parent, Merger Sub I and Purchaser Merger Sub II of this Agreement do not, and, except as described in Section 5.4(a4.4(a), the performance and the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent or any Parent Subsidiary or to which any of Parent’s Subsidiaries them are a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s SubsidiariesParent Subsidiary, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Documents or the organizational or governing documents of any Parent Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s Subsidiaries Parent Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, (1) a Parent Material Adverse EffectEffect or (2) a material adverse effect on the ability of Parent, Merger Sub I or Merger Sub II to consummate the Transactions, including the Mergers, prior to the Outside Date.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL, (ii) the filing of the Proxy Statement with the SEC and any amendments or supplements thereto, (iii) the Securities Act, (iiiiv) the Exchange Act, (ivv) applicable federal or state securities, takeover and “blue sky” laws, (vi) the HSR Act, (vvii) any applicable requirements of other Antitrust Lawsthe Governmental Requirements, and (viviii) any applicable requirements of the NasdaqNYSE, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Purchaser the Company of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not have or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) The execution and delivery by Parent and Purchaser the Company of this Agreement do not, and, subject to the receipt of the Company Stockholder Approval and except as described in Section 5.4(a3.4(a), the consummation of the Transactions and performance and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or result in a default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under under, any material Contract binding upon Parent or any of Parent’s Subsidiaries Material Contract, or result in the creation of any Lien upon any of the properties, rights or assets of Parent the Company or any of Parent’s SubsidiariesCompany Subsidiary, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Company Governing Documents or the organizational documents of any Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent the Company or any of Parent’s Subsidiaries Company Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that has not had and or would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL, (ii) the filing of the Proxy Statement/Prospectus and the Form S-4 with the SEC and any amendments or supplements thereto and declaration of effectiveness of the Form S-4 and the mailing of the Proxy Statement/Prospectus, (iii) the Securities Act, (iiiiv) the Exchange Act, (ivv) applicable state securities, takeover and “blue sky” Laws, (vi) the HSR Act, (v) Act and any other requisite clearances or approvals under any other applicable requirements of other Antitrust Laws, (vii) the Communications Approvals, and (viviii) any applicable requirements of the Nasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is anticipated to be necessary or required, under applicable Law, for the consummation by Parent and Purchaser Merger Sub of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, (1) a Parent Material Adverse EffectEffect or (2) a material adverse effect on the ability of Parent or Merger Sub to consummate the Transactions, including the Merger, prior to the Outside Date. (b) The execution and delivery by Parent and Purchaser Merger Sub of this Agreement do not, and, except as described in Section 5.4(a4.4(a), the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent or any Parent Subsidiary or to which any of Parent’s Subsidiaries them are a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s SubsidiariesParent Subsidiary, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) the Parent Governing Documents or (B) the organizational or governing documents of any Parent Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s Subsidiaries Parent Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, (1) a Parent Material Adverse EffectEffect or (2) a material adverse effect on the ability of Parent or Merger Sub to consummate the Transactions, including the Merger, prior to the Outside Date.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLDGCL and the DLLCA (including in connection with the filing of the First Certificate of Merger, the Certificate of Conversion, the Second Certificate of Merger and the Third Certificate of Merger), (ii) the filing of the Form S-4 and the proxy statement to be filed with the SEC in connection with seeking Company Stockholder Approval (including the letter to stockholders, notice of meeting and form of proxy, the “Proxy Statement”) with the SEC and any amendments or supplements thereto, (iii) the Securities Act, (iiiiv) the Exchange Act, (ivv) the HSR Act, (v) any Act and other requisite clearances or approvals under other applicable requirements of other Antitrust Laws, Laws and (vi) any applicable requirements of NASDAQ and the NasdaqNYSE, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Purchaser the Company, Holdco or Merger Sub 1 of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, (1) a Parent Company Material Adverse EffectEffect or (2) a material adverse effect on the ability of the Company, Holdco or Merger Sub 1 to consummate the Transactions prior to the Outside Date. (b) The execution and delivery by Parent the Company, Holdco and Purchaser Merger Sub 1 of this Agreement do not, and, except as described in Section 5.4(a4.4(a), the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent the Company or any Company Subsidiary or to which any of Parent’s Subsidiaries them are a party or by or to which any of their respective properties, rights or assets are bound or subject or result in the creation of any Lien upon any of the properties, rights or assets of Parent the Company or any of Parent’s SubsidiariesCompany Subsidiary, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) the Parent Company Governing Documents or (B) the organizational documents of any Company Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent the Company or any of Parent’s Subsidiaries Company Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that (1) has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse EffectEffect and (2) has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company, Holdco or Merger Sub 1 to consummate the Transactions prior to the Outside Date.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLMGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Investment Advisers Act, (v) state and local transfer Taxes, (vi) Required Consents and any other filings, notifications, consents or approvals required by any applicable requirements Governmental Entity or Program Lenders as set forth in Schedule 4.4 of other Antitrust Laws, the Company Disclosure Letter and (vivii) any applicable requirements of the NasdaqNYSE, NASDAQ, FINRA or state securities or “blue-sky” laws, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity or Program Lender is necessary or required, under applicable Law, for the consummation by Parent and Purchaser of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery by Parent and Purchaser of this Agreement do not, and, except as described in Section 5.4(a), the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent or any of Parent’s the Parent Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s the Parent Subsidiaries, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Documents or the organizational documents of any Subsidiary of Parent Subsidiary, or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s the Parent Subsidiaries or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any requisite clearances or approvals under any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Purchaser Veracyte of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on the ability of Veracyte to consummate the Transactions. (b) The execution and delivery by Parent and Purchaser Veracyte of this Agreement do Agreement, and the execution and delivery by Veracyte of each other Transaction Document to which it is or will be a party does not, and, except as described in Section 5.4(a), and the consummation of the Transactions and compliance with the provisions hereof by Veracyte will not not, (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent Veracyte or any of Parent’s its Subsidiaries or to which any of them is a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Parent Veracyte or any of Parent’s its Subsidiaries, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Veracyte’s Organizational Documents or the organizational documents of any Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent Veracyte or any of Parent’s Subsidiaries Veracyte Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had been and would not reasonably be expected to havebe, individually or in the aggregate, a Parent Material Adverse Effect.materially adverse to the ability of Veracyte to consummate the Transactions. -

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLDGCL and the DLLCA, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the NasdaqNasdaq and the Parent Stock Exchange, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or requirednecessary, under applicable Law, for the consummation by Parent and Purchaser each of the Merger Subs of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery by Parent and Purchaser each of the Merger Subs of this Agreement do not, and, except as described in Section 5.4(a), the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any material Contract Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Parent or any of Parent’s Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s Subsidiaries, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Documents or the organizational documents of any Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s Subsidiaries or any of their respective properties, rights properties or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any requisite clearances or approvals under any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Purchaser Veracyte of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect on the ability of Veracyte to consummate the Transactions. (b) The execution and delivery by Parent and Purchaser Veracyte of this Agreement do Agreement, and the execution and delivery by Veracyte of each other Transaction Document to which it is or will be a party does not, and, except as described in Section 5.4(a), and the consummation of the Transactions and compliance with the provisions hereof by Veracyte will not not, (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent Veracyte or any of Parent’s its Subsidiaries or to which any of them is a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Parent Veracyte or any of Parent’s its Subsidiaries, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Veracyte’s Organizational Documents or the organizational documents of any Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent Veracyte or any of Parent’s Subsidiaries Veracyte Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had been and would not reasonably be expected to havebe, individually or in the aggregate, a Parent Material Adverse Effectmaterially adverse to the ability of Veracyte to consummate the Transactions.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLDGCL and the DLLCA, (ii) the Securities Actapplicable state securities, takeover and “blue sky” laws, and (iii) the Exchange Act, (iv) the HSR Act, (v) Act and any other applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Purchaser the Company of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole. (b) The execution and delivery by Parent and Purchaser the Company of this Agreement do not, and, except as described in Section 5.4(a3.4(a), the consummation of the Transactions and compliance with the provisions hereof of this Agreement will not not, (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit or right under any material Contract binding upon Parent the Company or any of Parent’s Subsidiaries Company Subsidiary, or result in the creation of any Lien upon any of the properties, rights or assets of Parent the Company or any of Parent’s SubsidiariesCompany Subsidiary, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Documents Company Certificate, the Company LLCA or the certificates of incorporation and bylaws, or equivalent organizational documents or governing documents, of any Company Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent the Company or any of Parent’s Subsidiaries Company Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that has not had been and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a Parent Material Adverse Effectwhole.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLDGCL and the DLLCA, (ii) the Securities Actapplicable state securities, takeover and “blue sky” laws, and (iii) the Exchange Act, (iv) the HSR Act, (v) Act and any other applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the Nasdaq, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent Parent, HoldCo, Avian Merger Sub, United Merger Sub and Purchaser Blocker Merger Sub of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to havebe, individually or in the aggregate, material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole. (b) The execution and delivery by Parent Parent, HoldCo, Avian Merger Sub, United Merger Sub and Purchaser Blocker Merger Sub of this Agreement do not, and, except as described in Section 5.4(a4.4(a), the consummation of the Transactions and compliance with the provisions hereof of this Agreement will not not, (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit or right under any material Contract binding upon Parent or any Parent Subsidiary or to which any of Parent’s Subsidiaries them are party or by or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s SubsidiariesParent Subsidiary, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Existing Parent Governing Documents Charter, the Existing Parent Bylaws or the certificates of incorporation and bylaws, or equivalent organizational documents or governing documents, of any Parent Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s Subsidiaries Parent Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, breach, conflict, default, termination, modification, cancellation, acceleration, right, loss or Lien that has not had been and would not reasonably be expected to havebe, individually or in the aggregate, material to Parent and the Parent Subsidiaries, taken as a Parent Material Adverse Effectwhole.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLDGCL and the DLLCA (including in connection with the filing of the First Certificate of Merger, the Certificate of Conversion, the Second Certificate of Merger and the Third Certificate of Merger), (ii) the filing of the Form S-4 and the Proxy Statement with the SEC and any amendments or supplements thereto, (iii) the Securities Act, (iiiiv) the Exchange Act, (ivv) the HSR Act, (v) Act and any other requisite clearances or approvals under any other applicable requirements of other Antitrust Laws, Laws and (vi) any applicable requirements of NASDAQ and the NasdaqNYSE, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Purchaser the Parent Merger Subs of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, (1) a Parent Material Adverse EffectEffect or (2) a material adverse effect on the ability of Parent or the Parent Merger Subs to consummate the Transactions prior to the Outside Date. (b) The execution and delivery by Parent and Purchaser the Parent Merger Subs of this Agreement do not, and, except as described in Section 5.4(a), the consummation of the Transactions and compliance with the provisions hereof will not not, (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent or any Parent Subsidiary or to which any of Parent’s Subsidiaries them is a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s SubsidiariesParent Subsidiary, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) the Parent Governing Documents or (B) the organizational documents of any Parent Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s Subsidiaries Parent Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, (1) a Parent Material Adverse EffectEffect or (2) a material adverse effect on the ability of Parent or the Parent Merger Subs to consummate the Transactions prior to the Outside Date.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCL, (ii) the filing of the Proxy Statement with the SEC and any amendments or supplements thereto, (iii) the Securities Act, (iiiiv) the Exchange Act, (ivv) the HSR Act, (v) Act and any other requisite clearances or approvals under any other applicable requirements of other Antitrust Laws, Laws and (vi) any applicable requirements of the NasdaqNYSE, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or required, under applicable Law, for the consummation by Parent and Purchaser Merger Sub of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent Material Adverse Effector Merger Sub to consummate the Transactions, including the Merger, prior to the Outside Date. (b) The execution and delivery by Parent and Purchaser Merger Sub of this Agreement do not, and, except as described in Section 5.4(a5.3(a), the consummation of the Transactions and compliance with the provisions hereof by Parent and Merger Sub will not not, (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation cancellation, first offer, first refusal or acceleration of any obligation or to the loss of a benefit under any material Contract binding upon Parent or any Parent Subsidiary or to which any of Parent’s Subsidiaries them is a party or by which or to which any of their respective properties, rights or assets are bound or subject, or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s SubsidiariesParent Subsidiary, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of (A) the Parent Governing Documents or (B) the organizational documents of any Parent Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s Subsidiaries Parent Subsidiary or any of their respective properties, rights or assets, other than in the case of clauses (i), (ii)(B) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Parent Material Adverse Effector Merger Sub to consummate the Transactions, including the Merger, prior to the Outside Date.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLDGCL and the DLLCA, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Act, (v) any applicable requirements of other Antitrust Laws, and (vi) any applicable requirements of the NasdaqNasdaq and the Parent Stock Exchange, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity is necessary or requirednecessary, under applicable Law, for the consummation by Parent and Purchaser each of the Merger Subs of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution and delivery by Parent and Purchaser each of the Merger Subs of this Agreement do not, and, except as described in Section 5.4(a), the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, Table of Contents or result in, termination, modification, cancellation or acceleration of any material obligation or to the loss of a material benefit under any material Contract Contract, loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise or right binding upon Parent or any of Parent’s Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Parent or any of Parent’s Subsidiaries, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Governing Documents or the organizational documents of any Subsidiary of Parent or (iii) conflict with or violate any Laws applicable to Parent or any of Parent’s Subsidiaries or any of their respective properties, rights properties or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Governmental Consents; No Violation. (a) Other than in connection with or in compliance with (i) the DGCLprovisions of the MGCL, (ii) the Securities Act, (iii) the Exchange Act, (iv) the HSR Investment Advisers Act, (v) any applicable requirements of other Antitrust NASDAQ or FINRA, (vi) state and local transfer Taxes or state securities or “blue sky” Laws, and (vivii) Required Consents and any other filings, notifications, consents or approvals required by any applicable requirements Governmental Entity or Program Lenders as set forth in Schedule 4.4 of the NasdaqCompany Disclosure Letter, no authorization, permit, notification to, consent or approval of, or filing with, any Governmental Entity or Program Lender is necessary or required, under applicable Law, for the consummation by Parent and Purchaser the Company of the Transactions, except for such authorizations, permits, notifications, consents, approvals or filings that, if not obtained or made, would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) The execution and delivery by Parent and Purchaser the Company of this Agreement do not, and, except as described in Section 5.4(a)4.4(a) of the Company Disclosure Letter, the consummation of the Transactions and compliance with the provisions hereof will not (i) conflict with or result in any violation or breach of, or default or change of control (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under under, or right of amendment to a third party or vesting of any material Contract binding upon Parent the Company or any of Parent’s the Company Subsidiaries or result in the creation of any Lien upon any of the properties, rights or assets of Parent the Company or any of Parent’s Company Subsidiaries, other than Parent Permitted Liens, (ii) conflict with or result in any violation of any provision of the Parent Company Governing Documents or the organizational documents of any Subsidiary of Parent Company Subsidiary, or (iii) conflict with or violate any Laws applicable to Parent the Company or any of Parent’s the Company Subsidiaries or any of their respective properties, rights or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Lien that has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect.