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

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder with, nor are any required to be made or obtained by the Stockholder with or from any Governmental Authority, in connection with the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the Stockholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder pursuant to, any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholder, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with Other than the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits permits, expirations of waiting periods or authorizations (“Filings”) (i) pursuant to the DGCL, the DLLCA, the HSR Act, the Exchange Act and the Securities Act, (ii) required to be made with the NYSE or the Nasdaq, (iii) pursuant to federal and state securities, takeover and “blue sky” Laws and (iv) included in Section 5.4(a) of such Party’s Disclosure Letter (collectively, the “Approvals”), no Filings are required to be made or obtained by the Stockholder such Party with, nor are any required to be made or obtained by the Stockholder such Party with or from from, any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Stockholder such Party and the consummation of the transactions contemplated by this Agreement, Transactions except as would not, individually or in the aggregate, reasonably be expected to preventhave a Material Adverse Effect on such Party (provided, delay or impair the ability that clause (D) of the Stockholder to perform the Stockholder’s obligations under definition of Material Adverse Effect shall be disregarded for purposes of this Agreement or to consummate the transactions contemplated by this AgreementSection 5.4(a)). (b) The Subject to obtaining the Requisite Parent Vote and the Requisite Company Vote, as applicable, the execution, delivery and performance of this Agreement by the Stockholder does such Party do not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the Stockholder, if applicablesuch Party or any of its Subsidiaries, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder such Party or any of its Subsidiaries pursuant to, any Contract binding upon the Stockholder such Party or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this AgreementTransactions) compliance with the matters referred to in Section 2.02(a), 5.4(a) under any Law to which the Stockholder such Party or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholdersuch Party or any of its Subsidiaries, except, in each casethe case of clause (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to preventhave a Material Adverse Effect on such Party (provided, delay or impair the ability that clauses (C) and (D) of the Stockholder to perform its obligations under definition of Material Adverse Effect shall be disregarded for purposes of this Agreement or consummate the transactions contemplated by this AgreementSection 5.4(b)).

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder Sponsor with, nor are any required to be made or obtained by the Stockholder Sponsor with or from any Governmental Authority, in connection with the execution, delivery and performance of this Agreement by the Stockholder Sponsor and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder Sponsor to perform the StockholderSponsor’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder Sponsor does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder Sponsor shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the StockholderSponsor, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder Sponsor pursuant to, any Contract binding upon the Stockholder Sponsor or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder Sponsor is subject subject, or (iii) any change in the rights or obligations of any party (other than the Sponsor) under any Contract binding upon the StockholderSponsor, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder Sponsor to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ai) Except for (A) compliance with, and filings with the SEC under under, the Exchange Act and such other reports underthe Securities Act and the rules and regulations promulgated thereunder, and such other compliance withincluding the filing with the SEC of a consent statement relating to the Requisite Company Vote to be held in connection with this Agreement (as amended or supplemented from time to time, the Exchange Act as “Consent Statement/Prospectus”); (B) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DLLCA with the Secretary of State of the State of Delaware; and (D) compliance with the applicable requirements of the NYSE American, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder Company with, nor are any required to be made or obtained by the Stockholder with Company from, any domestic, foreign or from transnational governmental, quasi-governmental, regulatory or self-regulatory authority, agency, commission, body, department or instrumentality or any court, tribunal or arbitrator or other entity or subdivision thereof or other legislative, executive or judicial entity of any nature (each, a “Governmental Authority, Entity”) in connection with the execution, delivery and performance of this Agreement by the Stockholder and Company or the consummation of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a Material Adverse Effect with respect to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations under this Agreement or to consummate the transactions contemplated by this AgreementCompany. (bii) The Subject to receipt of the Requisite Company Vote, the execution, delivery and performance of this Agreement by the Stockholder does Company do not, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement by the Stockholder shall will not, constitute or result in (iA) a breach or violation of, or a default under, the organizational documents certificate of formation of the Stockholder, if applicable, Company or the Company Agreement or (iiB) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the creation or acceleration of any obligations under or the creation of an Encumbrance a Lien on any of the assets of the Stockholder Company or any of its Subsidiaries pursuant toto any written agreement, any Contract lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding upon the Stockholder Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a4.1(d)(i), under any Law to which the Stockholder Company or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholdersubject, except, in each casethe case of this clause (B), as for any breach, violation, termination, default, creation, acceleration or change that would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected a Material Adverse Effect with respect to prevent, delay or impair the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this AgreementCompany.

Governmental Filings; No Violations; Certain Contracts. (ai) Except for Other than the filings with the SEC and/or notices pursuant to Section 1.3 and Section 6.4 and 6.5, and under the Exchange HSR Act and such (the “Parent Approvals”), no notices, reports or other reports under, and such other compliance filings are required to be made by the Parent with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder with, nor are any required to be made or obtained by the Stockholder with or from Parent from, any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Stockholder Parent and the consummation of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Parent and its Subsidiaries following the Effective Time, except those that the failure to make or obtain are not, individually or in the aggregate, have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (bii) The execution, delivery and performance of this Agreement by the Stockholder does Parent do not, and the consummation of the Merger and the other transactions contemplated by this Agreement by the Stockholder shall hereby will not, constitute or result in (iA) a breach or violation of, or a default under, the organizational documents certificate of incorporation or bylaws of the Stockholder, if applicableParent, (iiB) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder pursuant to, any Contract binding upon the Stockholder Parent or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreementhereby) compliance with the matters referred to in Section 2.02(a5.2(d)(i), under any Law to which the Stockholder Parent or any of its Subsidiaries is subject subject, or (iiiC) any change in the rights or obligations of any party under any material Contract binding upon the Stockholder, Parent or any of its Subsidiaries except, in each casethe case of clause (B) or (C) above, as for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability consummation of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement. Section 5.2(d)(ii) of the Parent Disclosure Letter sets forth a correct and complete list of material Contracts pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder with, nor are any required to be made or obtained by the Stockholder with or from any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the Stockholder, if applicable, or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder pursuant to, any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholdersubject, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings Other than the filing of the Articles of Merger with the SEC Nevada Secretary of State and the expirations of waiting periods and the filings, notices, reports, consents, registrations, approvals, permits and authorizations with, to or from any Governmental Entity under the Exchange Act and such other reports underpursuant to the rules and regulations of OTC Markets Group Inc., as applicable, no expirations of waiting periods are required and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder Company with, nor are any required to be made or obtained by the Stockholder Company with or from from, any Governmental Authority, Entity in connection with the execution, delivery and performance of this Agreement by the Stockholder Company and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in connection with the aggregatecontinuing operation of the business of the Company following the Effective Time, reasonably be expected except where the failure to satisfy such waiting period or to make, give or obtain such filing, notice, report, consent, registration, approval, permit or authorization would not have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Stockholder to perform the Stockholder’s obligations under this Agreement or Company to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder does Company do not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall will not, constitute or result in (i) a breach or violation of, or a default under, under the organizational documents Organizational Documents of the Stockholder, if applicableCompany, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the loss of any benefit under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the rights or assets of the Stockholder Company pursuant to, any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder is subject or (iii) any change in the substantive rights or obligations of any party under any Contract binding upon the StockholderCompany or (iii) under any Law or Order applicable to the Company, except, in each casethe case of clause (ii) or (iii) of this Section 5.5(b), as would notany such items that, individually or in the aggregate, reasonably have not have, and would not have, a Material Adverse Effect (it being agreed that for purposes of this Section 5.5(b), effects resulting from or arising in connection with the matters set forth in clause (c) of the definition of the term “Material Adverse Effect” shall not be expected to excluded in determining whether a Material Adverse Effect has occurred) or prevent, materially delay or materially impair the ability of the Stockholder Company to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Government Authority is required to be obtained or made by such Holder in connection with the SEC under execution and delivery of this Agreement, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws and (ii) such other reports underconsents, authorizations, filings, approvals and registrations which, if not obtained or made, are not reasonably likely to prevent, materially delay or materially impair the performance of such other compliance with, the Exchange Act as may be required in connection with Holder’s obligations under this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made . (b) The execution and delivery by the Stockholder with, nor are any required to be made or obtained by the Stockholder with or from any Governmental Authority, in connection with the execution, delivery and performance such Holder of this Agreement does not, and the performance by the Stockholder such Holder of its covenants and obligations hereunder and the consummation of the transactions contemplated hereby 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 a material benefit under (or give rise to any right of termination, cancellation, modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right), or result in (or, with the giving of notice, the passage of time or otherwise, would result in) the creation of any Lien in or upon any of the properties, assets or rights of such Holder or any of its Affiliates under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, require any Consent of any Person or require any Permit of, or filing with or notification to, any Governmental Authority, pursuant to (A) any Contract to which such Holder or any of its Affiliates is a party or by this Agreementwhich such Holder, any of its Affiliates or any of their respective properties or assets may be bound, (B) any Law or Order applicable to such Holder or any of its Affiliates or by which such Holder or any of its Affiliates or any of their respective properties or assets may be bound or (C) the organizational documents of such Holder or any of its Affiliates, except in each case as would not, individually or in the aggregate, reasonably be expected to prevent, prevent or materially delay or impair the ability of the Stockholder such Holder to perform the Stockholder’s its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby. (b) The execution, delivery and performance of this Agreement by the Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the Stockholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder pursuant to, any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholder, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no No filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder with, nor are any required to be made or obtained by the Stockholder with or from any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform the Stockholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the Stockholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder pursuant to, any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholder, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with Other than the SEC filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) under the Exchange Act and such other reports underthe Securities Act, (ii) required to be made with the NYSE, and such other compliance with(iii) under state securities, the Exchange Act as may be required in connection with this Agreementtakeover and “blue sky” Laws, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder [such][the] Subject Shareholder with, nor are any required to be made or obtained by the Stockholder [such][the] Subject Shareholder with or from any Governmental Authority, in connection with the execution, delivery and performance of this Agreement by the Stockholder [such][the] Subject Shareholder and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder [such][the] Subject Shareholder to perform the Stockholder[such][the] Subject Shareholder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder [such][the] Subject Shareholder does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder [such][the] Subject Shareholder shall not, constitute or result in (i) a breach or violation of, or a default under, the any organizational documents of the Stockholder, [such][the] Subject Shareholder if applicable[such][the] Subject Shareholder is a legal entity, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder [such][the] Subject Shareholder pursuant to, any Contract binding upon the Stockholder [such][the] Subject Shareholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder [such][the] Subject Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholder[such][the] Subject Shareholder, except, in each casethe case of clause (i), (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder [such][the] Subject Shareholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder such Sponsor with, nor are any required to be made or obtained by the Stockholder such Sponsor with or from any Governmental AuthorityEntity, in connection with the execution, delivery and performance of this Agreement by the Stockholder such Sponsor and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder such Sponsor to perform the Stockholdersuch Sponsor’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder such Sponsor does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder such Sponsor shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Organizational Documents of the Stockholdersuch Sponsor, if applicable, applicable or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder such Sponsor pursuant to, any Contract binding upon the Stockholder such Sponsor or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder such Sponsor is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholdersubject, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder such Sponsor to perform his, her or its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with the SEC under the Exchange Act and such other reports under, and such other compliance with, the Exchange Act as may be required in connection with this Agreement, no No filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder such Shareholder with, nor are any required to be made or obtained by the Stockholder such Shareholder with or from any Governmental AuthorityEntity, in connection with the execution, delivery and performance of his, her or its covenants, agreements or obligations under this Agreement by the Stockholder such Shareholder and the consummation of the Transactions or the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder such Shareholder to perform the Stockholder’s its obligations under this Agreement or to consummate the Transactions or the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder such Shareholder does not, and the consummation of the Transactions or the transactions contemplated by this Agreement by the Stockholder such Shareholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents Governing Documents of the Stockholdersuch Shareholder, if as applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an any Encumbrance on any of the Subject Shares or any other assets of the Stockholder such Shareholder pursuant to, any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), such Shareholder or under any Law to which the Stockholder such Shareholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholdersuch Shareholder, except, in each casecase of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder such Shareholder to perform its obligations under this Agreement or consummate the Transactions or the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for Other than the filings with the SEC and/or notices under the Exchange Act and such HSR Act, no notices, reports or other reports under, and such other compliance filings are required to be made by Buyer with, the Exchange Act as may be required in connection with this Agreement, no filings, notices, reports, nor are any consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder with, nor are any required to be made or obtained by the Stockholder with or from Buyer from, any Governmental Authority, Entity in connection with the execution, delivery and performance of Buyer’s obligations under this Agreement by the Stockholder and Buyer or the consummation of the transactions contemplated for Buyer by this Agreement, except as those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected likely to prevent, materially delay or materially impair the ability consummation of the Stockholder to perform the Stockholder’s obligations under this Agreement or to consummate the transactions contemplated for Buyer by this Agreement. (b) The execution, delivery and performance of Buyer’s obligations under this Agreement by the Stockholder does Buyer do not, and the consummation of the transactions contemplated for Buyer by this Agreement by the Stockholder shall will not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents in any material respect of the Stockholder, if applicable, Organizational Documents of Buyer or any resolutions adopted by the board of directors or stockholders (or Persons exercising similar authority) of Buyer or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or right to challenge transactions with respect to, or the creation of an Encumbrance on a Lien on, any of the assets of the Stockholder Buyer pursuant to, to any material Contract binding upon the Stockholder or, Buyer or (iii) assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by Buyer’s obligations under this Agreement) compliance with the matters referred to in Section 2.02(a4.3(a), under any Law to which Buyer is subject, except, in the Stockholder is subject case of clause (ii) or (iii) above, for any change in the rights such breach, violation, termination, default, creation or obligations of any party under any Contract binding upon the Stockholder, except, in each case, as acceleration that would not, individually or in the aggregate, reasonably be expected likely to prevent, materially delay or materially impair the ability consummation of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated for Buyer by this Agreement, including the payment of any Earn-out Payment amount, when due, in an amount up to the Maximum Earn-out Payment Amount. (c) Buyer is acquiring the Company Equity Interests solely for Buyer’s own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Company Equity Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Company Equity Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Government Authority is required to be obtained or made by such Holder in connection with the SEC under execution and delivery of this Agreement, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws (collectively, “Required Filings”) and (ii) such other reports underconsents, authorizations, filings, approvals and registrations which, if not obtained or made, are not reasonably likely to prevent, materially delay or materially impair the performance of such other compliance with, the Exchange Act as may be required in connection with Holder’s obligations under this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made . (b) The execution and delivery by the Stockholder with, nor are any required to be made or obtained by the Stockholder with or from any Governmental Authority, in connection with the execution, delivery and performance such Holder of this Agreement by the Stockholder does not, and the consummation compliance with the provisions hereof 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 a material benefit under, or result in the creation of any Lien in or upon any of the transactions contemplated properties, assets or rights of such Holder 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 (i) any written agreement to which such Holder is a party or by this Agreementwhich such Holder or any of his properties or assets may be bound, (ii) any Law applicable to such Holder or by which such Holder or any of its properties or assets may be bound or (iii) following a valid Transfer pursuant to Section 1.2, with respect to such Holder that is an entity, the organizational documents of such Holder, except as would not, individually or in the aggregate, be reasonably be expected to prevent, prevent or materially delay or impair the ability of the Stockholder such Holder to perform the Stockholdersuch Holder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby. (b) The execution, delivery and performance of this Agreement by the Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the Stockholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder pursuant to, any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholder, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings with Other than the SEC filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) under the Exchange Act and such other reports underAct, (ii) required to be made with NASDAQ, and such other compliance with, the Exchange Act as may be required in connection with this Agreement(iii) under Canadian Securities Laws, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made by the Stockholder Company with, nor are any required to be made or obtained by the Stockholder Company with or from any Governmental AuthorityAuthority or national securities exchange, in connection with the execution, delivery and performance of this Agreement by the Stockholder Company and the consummation of the transactions contemplated by this Agreement, except as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder Company to perform the StockholderCompany’s obligations under this Agreement or to consummate the transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by the Stockholder Company does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall Company will not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the Stockholder, if applicableCompany, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder Company taken as a whole pursuant to, any Contract contract binding upon the Stockholder Company or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a3.02(a), under any Law to which the Stockholder Company is subject or (iii) any change in the rights or obligations of any party under any Contract contract binding upon the StockholderCompany, except, in each casethe case of clause (i), (ii) or (iii) above, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder Company to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for filings No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Government Authority is required to be obtained or made by Holder in connection with the SEC under execution and delivery of this Agreement, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws (collectively, “Required Filings”) and (ii) such other reports underconsents, authorizations, filings, approvals and such other compliance withregistrations which, if not obtained or made, are not reasonably likely to prevent, materially delay or materially impair the Exchange Act as may be required in connection with performance of Holder’s obligations under this Agreement, no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made . (b) The execution and delivery by the Stockholder with, nor are any required to be made or obtained by the Stockholder with or from any Governmental Authority, in connection with the execution, delivery and performance Holder of this Agreement by the Stockholder does not, and the consummation compliance with the provisions hereof 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 a material benefit under, or result in the creation of any Lien in or upon any of the transactions contemplated properties, assets or rights of Holder 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 (i) any written agreement to which Holder is a party or by this Agreementwhich Holder or any of its properties or assets may be bound, (ii) any Law applicable to Holder or by which Holder or any of its properties or assets may be bound or (iii) following a valid Transfer pursuant to Section 1.2, with respect to Xxxxxx, the organizational documents of Xxxxxx, except as would not, individually or in the aggregate, be reasonably be expected to prevent, prevent or materially delay or impair the ability of the Stockholder Holder to perform the StockholderHolder’s obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby. (b) The execution, delivery and performance of this Agreement by the Stockholder does not, and the consummation of the transactions contemplated by this Agreement by the Stockholder shall not, constitute or result in (i) a breach or violation of, or a default under, the organizational documents of the Stockholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder pursuant to, any Contract binding upon the Stockholder or, assuming (solely with respect to performance of this Agreement and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 2.02(a), under any Law to which the Stockholder is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon the Stockholder, except, in each case, as would not, individually or in the aggregate, reasonably be expected to prevent, delay or impair the ability of the Stockholder to perform its obligations under this Agreement or consummate the transactions contemplated by this Agreement.