Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (a) The execution, delivery and performance by such Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated by this Agreement require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (B) compliance with any applicable rules of NASDAQ. (b) The execution and delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated by this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of any benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (A) if such Stockholder is an entity, the organizational documents of the Stockholder, (B) any Contract to which such Stockholder is a party or by which the Stockholder or any of its properties, rights or other assets are subject or (C) any applicable Law.

Governmental Filings; No Violations; Certain Contracts. (a) The execution, delivery and performance by such the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated by this Agreement require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) compliance with any applicable requirements Authority, except for amendment to filings under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (B) compliance with any applicable rules of NASDAQ1000 Xxx. (b) The execution and execution, delivery and performance by such Stockholder of this Agreement by the Stockholder does not, and the consummation by such Stockholder of the transactions contemplated by this Agreement by the Stockholder do not and will not (i) contravene, conflict with, or result in any violation or breach ofof any provision of the Organizational Documents of the Stockholder, (ii) assuming compliance with the matters referred to in Section 2.02(a), contravene, conflict with or result in a violation or breach of any provision of any Applicable Law or (iii) assuming compliance with the matters referred to in Section 2.02(a), require any consent or other action by any Person under, constitute a default, or default (an event that, with or without notice or lapse of time, time or both) , would constitute a default, under, or give rise to a right of, cause or result in, permit the termination, cancellation, modification modification, acceleration or acceleration other change of any right or obligation or to the loss of any benefit underContract, or result in the creation of any Lien in or upon an Encumbrance (as defined below) on any of the properties, assets or rights of the Stockholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (A) if such Stockholder is an entity, the organizational documents of the Stockholder, with only such exceptions, in the case of each of clauses (Bii) any Contract and (iii), as would not reasonably be expected to which such Stockholder is a party prevent, delay or by which impair the ability of the Stockholder to perform the Stockholder’s obligations under this Agreement or any of its properties, rights or other assets are subject or (C) any applicable Lawto consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) The execution, delivery and performance by such Stockholder Shareholder of this Agreement and the consummation by the Stockholder such Shareholder of the transactions contemplated by this Agreement require no authorization or other action by or in respect of, or filing with, any Governmental Authority other than (A) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (B) compliance with any applicable rules of NASDAQ. (b) The execution and delivery and performance by such Stockholder Shareholder of this Agreement and the consummation by such Stockholder Shareholder of the transactions contemplated by this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of any benefit under, or result in the creation of any Lien Encumbrance in or upon any of the properties, assets or rights of the Stockholder Shareholder under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (A) if such Stockholder Shareholder is an entity, the organizational documents of the StockholderShareholder, (B) any Contract to which such Stockholder Shareholder is a party or by which the Stockholder Shareholder or any of its properties, rights or other assets are subject or (C) any applicable Law.