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

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and any other applicable merger control laws, (C) under the Exchange Act, and (D) under the rules of NASDAQ (the "Company Approvals"), no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a "Governmental Entity"), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Merger and the other transactions contemplated hereby will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) constitute or result in (A) a breach or violation of, or a default under, or conflict with, the certificate of incorporation or bylaws of the Company or the comparable governing instruments of any of its Subsidiaries (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a "Contract") binding upon the Company or any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination (or right thereof), default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the filings and/or notices (A) pursuant to Section 1.3No consent, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976approval, as amended (the "HSR Act") and any other applicable merger control lawsorder or authorization of, (C) under the Exchange Actor registration, and (D) under the rules of NASDAQ (the "Company Approvals"), no notices, reports declaration or other filings are required to be made by the Company filing with, nor are any consents, registrations, approvals, permits or authorizations Governmental Entity is required to be obtained or made by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a "Governmental Entity"), such Stockholder in connection with the executionexecution and delivery of this Agreement, except for such consents, 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 Stockholder’s obligations under this Agreement. The execution and delivery and performance by such Stockholder of this Agreement by the Company does not and the consummation compliance with the provisions hereof will not (i) result in any loss, suspension, limitation or impairment of any right of such Stockholder to own or use any assets required for the conduct of its business, (ii) result in any violation of, default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of, any obligation, (iii) result in the loss of a benefit under any loan, guarantee of indebtedness, credit agreement, note, bond, mortgage, indenture, lease, agreement, contract, instrument, permit, concession, franchise, right or license binding upon such Stockholder or by which (or to which) any of such Stockholder’s properties, rights or assets are bound or subject, (iv) result in the creation of any Liens, upon any of the Merger and properties or assets of such Stockholder, (v) conflict with or violate any applicable Laws or (vi) conflict with or result in any violation of any provision of the other transactions contemplated herebycertificate of incorporation or bylaws (or similar governing documents), except those that if any, of such Stockholder, except, in the failure to make case of clauses (i) through (v), for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or obtain would Liens as are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect prevent or to prevent, materially delay or materially impair the consummation performance of the transactions contemplated by such Stockholder’s obligations under this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Merger and the other transactions contemplated hereby will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) constitute or result in (A) a breach or violation of, or a default under, or conflict with, the certificate of incorporation or bylaws of the Company or the comparable governing instruments of any of its Subsidiaries (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a "Contract") binding upon the Company or any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination (or right thereof), default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity is required to be obtained or made by the Stockholder in connection with the execution and delivery of this Agreement, except for (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) as required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR Act") and or under any other applicable merger control lawsantitrust Law, (Cii) under 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 (Diii) any filings and approvals required under the rules and regulations of NASDAQ (the "Company Approvals"), no notices, reports or other filings are required to be made by the Company with, nor are any NASDAQ. Such consents, registrationsauthorizations, approvalsfilings, permits approvals and registrations which, if not obtained or authorizations required to be obtained by the Company frommade, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a "Governmental Entity"), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, are not reasonably be expected to have a Company Material Adverse Effect or likely to prevent, materially delay or materially impair the consummation performance of the transactions contemplated by Stockholder’s obligations under this Agreement. (iib) The execution, execution and delivery and performance by the Stockholder of this Agreement by the Company do does not, and the consummation of compliance with the Merger and the other transactions contemplated hereby provisions hereof will not, directly result in any loss, or indirectly suspension, limitation or impairment of any right of the Stockholder to own or use any assets required for the conduct of its business or conflict with, or result in any violation or breach of, or default (with or without the giving of notice or lapse of time, or both) constitute under, or result in (A) give rise to a breach or violation right of, or a default underresult in, or conflict withtermination, the certificate of incorporation or bylaws of the Company or the comparable governing instruments of any of its Subsidiaries (B) with or without noticecancellation, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation modification or acceleration of any obligations obligation or to the loss of a material benefit under, or result in the creation of a any Lien on in or upon any of the properties, assets or rights of the Company 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) the organizational documents of the Stockholder, (B) any Contract to which the Stockholder is a party or by which the Stockholder or any of its Significant Subsidiaries pursuant properties or assets may be bound or (C) any Law or any rule or regulation of the NASDAQ applicable to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement the Stockholder or other obligation (each, a "Contract") binding upon by which the Company Stockholder or any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company properties or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination (or right thereof), default, creation, acceleration or change that would not, individually or in the aggregate, reasonably assets may be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreementbound.

Governmental Filings; No Violations; Certain Contracts. (a) No consent, approval, order or authorization of, or registration, declaration or filing with or notice to, any Governmental Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement, except for (i) Other than the filings and/or notices (A) pursuant to Section 1.3, (B) as required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR Act") and or under any other applicable merger control lawsantitrust Law, (Cii) under 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 (Diii) any filings and approvals required under the rules and regulations of NASDAQ (the "Company Approvals"), no notices, reports or other filings are required to be made by the Company with, nor are any NASDAQ. Such consents, registrationsauthorizations, approvalsfilings, permits approvals and registrations which, if not obtained or authorizations required to be obtained by the Company frommade, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a "Governmental Entity"), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, are not reasonably be expected to have a Company Material Adverse Effect or likely to prevent, materially delay or materially impair the consummation performance of the transactions contemplated by Company’s obligations under this Agreement. (iib) The execution, execution and delivery and performance by the Company of this Agreement by the Company do does not, and the consummation of compliance with the Merger and the other transactions contemplated hereby provisions hereof will not, directly result in any loss, or indirectly suspension, limitation or impairment of any right of the Company to own or use any assets required for the conduct of its business or conflict with, or result in any violation or breach of, or default (with or without the giving of notice or lapse of time, or both) constitute under, or result in (A) give rise to a breach or violation right of, or a default underresult in, or conflict withtermination, the certificate of incorporation or bylaws of the Company or the comparable governing instruments of any of its Subsidiaries (B) with or without noticecancellation, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation modification or acceleration of any obligations obligation or to the loss of a material benefit under, or result in the creation of a any Lien on in or upon any of the properties, assets or rights of the Company under, or any of its Significant Subsidiaries pursuant give rise to any material agreementincreased, leaseadditional, licenseaccelerated or guaranteed rights or entitlements under, contractor require any consent, notewaiver or approval of any Person pursuant to, mortgageany provision of (A) the organizational documents of the Company, indenture, arrangement or other obligation (each, a "Contract"B) binding upon any Contract to which the Company is a party or any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to by which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) properties or assets may be bound or (C) above, for any such breach, violation, termination (Law or right thereof), default, creation, acceleration any rule or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation regulation of the transactions contemplated NASDAQ applicable to the Company or by this Agreementwhich the Stockholder or any of its properties or assets may be bound.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filings and/or notices (A) pursuant to Section 1.3No consent, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976approval, as amended (the "HSR Act") and any other applicable merger control lawsorder or authorization of, (C) under the Exchange Actor registration, and (D) under the rules of NASDAQ (the "Company Approvals"), no notices, reports declaration or other filings are required to be made by the Company filing with, nor are any consents, registrations, approvals, permits or authorizations Governmental Entity is required to be obtained or made by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a "Governmental Entity"), such Stockholder in connection with the executionexecution and delivery of this Agreement, except for such consents, 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 Stockholder’s obligations under this Agreement. (b) The execution and delivery and performance by such Stockholder of this Agreement by the Company does not and the consummation compliance with the provisions hereof will not (i) result in any loss, suspension, limitation or impairment of any right of such Stockholder to own or use any assets required for the conduct of its business, (ii) result in any violation of, default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of, any obligation, (iii) result in the loss of a benefit under any loan, guarantee of indebtedness, credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon such Stockholder or by which (or to which) any of such Stockholder’s properties, rights or assets are bound or subject, (iv) result in the creation of any Liens, other than Permitted Liens, upon any of the Merger and properties or assets of such Stockholder, (v) conflict with or violate any applicable Laws or (vi) conflict with or result in any violation of any provision of the other transactions contemplated herebycertificate of incorporation or bylaws (or similar governing documents), if any, of such Stockholder, except, in the case of clauses (i) through (v), for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as are not, individually or in the aggregate, reasonably likely to prevent or materially delay or impair the performance of such Stockholder’s obligations under this Agreement. . There are no civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or threatened against such Stockholder that seek to enjoin, or are reasonably likely to have the effect of preventing, making illegal or otherwise interfering with, the performance of such Stockholder’s obligations under this Agreement, except those that the failure to make or obtain as would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect prevent or to prevent, materially delay or materially impair the consummation ability of the transactions contemplated by such Stockholder to perform its obligations under this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Merger and the other transactions contemplated hereby will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) constitute or result in (A) a breach or violation of, or a default under, or conflict with, the certificate of incorporation or bylaws of the Company or the comparable governing instruments of any of its Subsidiaries (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a "Contract") binding upon the Company or any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination (or right thereof), default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filings and/or notices (A) pursuant to Section 1.3No consent, (B) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976approval, as amended (the "HSR Act") and any other applicable merger control lawsorder or authorization of, (C) under the Exchange Actor registration, and (D) under the rules of NASDAQ (the "Company Approvals"), no notices, reports declaration or other filings are required to be made by the Company filing with, nor are any consents, registrations, approvals, permits or authorizations Governmental Entity is required to be obtained or made by the Company from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a "Governmental Entity"), Holder in connection with the executionexecution and delivery of this Agreement, except for such consents, 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 Holder’s obligations under this Agreement. (b) The execution and delivery and performance by the Holder of this Agreement by the Company does not and the consummation compliance with the provisions hereof will not (i) result in any loss, suspension, limitation or impairment of any right of such Holder to own or use any assets required for the conduct of its business, (ii) result in any violation of, default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation, first offer, first refusal, modification or acceleration of, any obligation, (iii) result in the loss of a benefit under any loan, guarantee of indebtedness, credit agreement, note, bond, mortgage, indenture, lease, agreement, Contract, instrument, permit, concession, franchise, right or license binding upon such Holder or by which (or to which) any of such Holder’s properties, rights or assets are bound or subject, (iv) result in the creation of any Liens, other than Permitted Liens, upon any of the Merger and properties or assets of such Holder, (v) conflict with or violate any applicable Laws or (vi) conflict with or result in any violation of any provision of the other transactions contemplated herebycertificate of incorporation or bylaws (or similar governing documents), if any, of such Holder, except, in the case of clauses (i) through (v), for such losses, suspensions, limitations, impairments, conflicts, violations, defaults, terminations, cancellations, accelerations, or Liens as are not, individually or in the aggregate, reasonably likely to prevent or materially delay or impair the performance of such Holder’s obligations under this Agreement. . There are no civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or threatened against the Holder that seek to enjoin, or are reasonably likely to have the effect of preventing, making illegal or otherwise interfering with, the performance of such Holder’s obligations under this Agreement, except those that the failure to make or obtain as would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect prevent or to prevent, materially delay or materially impair the consummation ability of the transactions contemplated by such Holder to perform its obligations under this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Merger and the other transactions contemplated hereby will not, directly or indirectly (with or without the giving of notice or lapse of time, or both) constitute or result in (A) a breach or violation of, or a default under, or conflict with, the certificate of incorporation or bylaws of the Company or the comparable governing instruments of any of its Subsidiaries (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of the Company or any of its Significant Subsidiaries pursuant to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a "Contract") binding upon the Company or any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination (or right thereof), default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filings and/or notices expirations of waiting periods and the filings, notices, reports and Permits (A) pursuant to Section 1.3, (Bi) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended (the "HSR Act") and any other applicable merger control laws, (C) under the Exchange Act, and (Dii) the Approvals, no expirations of waiting periods under the rules of NASDAQ (the "Company Approvals"), applicable Laws are required and no notices, reports or other filings are required to be made by the Company Buyer with, nor are any consents, registrations, approvals, permits or authorizations Permits required to be obtained by the Company Buyer from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a "Governmental Entity"), Entity in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and Buyer or the consummation of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementTransactions. (iib) The execution, delivery and performance by Buyer of this Agreement by and the Company Ancillary Agreements to which it is a party do not, and the consummation of the Merger and the other transactions contemplated hereby Transactions will not, directly or indirectly (with or without the giving of notice or lapse of timeconflict with, or both) constitute or result in (A) a any breach or violation of, or a default under, or conflict with, the certificate of incorporation or bylaws of the Company or the comparable governing instruments of any of its Subsidiaries (B) with or without notice, lapse of time or both) under, a breach or violation ofgive rise to any consent right, a termination (or right of termination) or , loss of rights, adverse modification of provisions, requirement to deliver a default undernotice, the creation cancellation or acceleration of any obligations under, or result in the creation of a Lien on any of the assets of Buyer under any provision of (i) the Company certificate of incorporation, by-laws or comparable governing documents of Buyer or its Affiliates, (ii) any of its Significant Subsidiaries pursuant to any material agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a "Contract") Contract binding upon the Company Buyer or any of its Subsidiaries or, Affiliates or (Ciii) assuming (solely with respect to performance of this Agreement and the Ancillary Agreements and consummation of the Transactions) compliance with the matters referred to in Section 5.1(d)(i3.3(a) and Section 4.3(a), a violation of any Law to which the Company Buyer or any of its Subsidiaries is Affiliates are subject, except, in the case of clause clauses (Bii) or and (Ciii) above, for any such breach, violation, termination (or right thereof), default, creationtermination, loss, adverse modification, cancellation, acceleration or change creation that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementTransactions.