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

Governmental Filings; No Violations; Certain Contracts. (i) Except for (A) the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder, (C) the applicable requirements of NASDAQ, and (D) the filing with the Secretary of State of the State of Delaware of the Delaware Certificate of Merger, 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 by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company will not constitute or result in (A) assuming receipt of the Company Stockholder Approval, if required by applicable Law, a violation of the certificate of incorporation or by-laws of the Company, (B) a violation of the comparable governing documents of any of its Subsidiaries, (C) a breach or violation of, a termination of, a right of termination or default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, bond, mortgage, indenture or other instrument or obligation (excluding purchase orders) (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound or (D) assuming compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval, if required by applicable Law, a violation of any Laws to which the Company or any of its Subsidiaries is subject, except, in the case of clause (C) or (D) of this Section 5.1(d)(ii), as would not, individually or in the aggregate, have a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (A) Other than the applicable requirements of filings and/or notices pursuant to Section 1.3 and 6.5, and under the Securities HSR Act, the Exchange Dutch Competition Act and state securities(MEDEDINGINGSWET) of May 22, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1997 (the “HSR "DUTCH COMPETITION Act”"), and any other applicable antitrust, competition or premerger notification, trade regulation Law, regulation or Order (collectively, the rules and regulations promulgated thereunder, (C) the applicable requirements of NASDAQ, and (D) the filing with the Secretary of State of the State of Delaware of the Delaware Certificate of Merger"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 (a) nation, state, commonwealth, province, territory, county, municipality, district, or foreign other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign, or other government, including any state Medicaid Agency or state licensing authority, or (c) governmental or regulatory authorityquasi-governmental authority of any nature, including any governmental division, department, agency, commission, instrumentality, official, organization, contractor, regulatory body, court or other legislativeentity and any court, executive arbitrator, or judicial governmental entity other tribunal (each a “Governmental Entity”"GOVERNMENTAL ENTITY"), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreementhereby, except as would those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or 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 does do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company hereby will not not, constitute or result in (A) assuming receipt of the Company Stockholder Approvala breach or violation of, if required by applicable Lawor a default under, a violation of the certificate of incorporation or by-laws bylaws of the Company, (B) a violation of Company or the comparable governing documents instruments of any of its Subsidiaries, (CB) with or without notice, lapse of time or both, a breach or violation of, a termination of, a (or right of termination termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, bond, mortgage, indenture indenture, arrangement or other instrument or obligation (excluding purchase orders) (each, a “Contract”"CONTRACT") to which binding upon the Company or any of its Subsidiaries is a party or by which any or, assuming (solely with respect to performance of their respective properties or assets are bound or (Dthis Agreement and consummation of the Merger and the other transactions contemplated hereby) assuming compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval), if required by applicable Law, a violation of under any Laws Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries, except, in the case of clause (CB) or (DC) of this Section 5.1(d)(ii)above, as would notfor any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.2(j)) 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). (iii) To the knowledge of the Company, the Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that constitute, individually or in the aggregate, more than $250,000. As used in this Agreement, "KNOWLEDGE" of the Company means the actual knowledge of Glenn H. Epstein, Michael K. Burke, Thomas J. O'Brien, Leo Xxxxxxx, Xxxxxx J. Xxxxxxxxxx, Xxxhexxxx X. Xxxxxxx, any other Xxxcuxxxx Xxxx Xxxxxxxxx or Xxxxxx Xxxx Xxxxxxxnt of the Company, and the Company's Controller. (iv) Except for: (A) relationships with Company or any of its Subsidiaries as an officer, director, or employee thereof (and compensation by the Company or any of its Subsidiaries in consideration of such services) in accordance with the terms of their employment; and (B) relationships with the Company as stockholders or option holders therein, to the knowledge of the Company, none of the directors or officers, or any Persons who, to the knowledge of the Company, beneficially own five percent or more of the outstanding Shares (each, a "5% STOCKHOLDER") as of the date hereof, is presently a party to, or was a party to during the year preceding the date of this Agreement, any transaction, agreement or arrangement with the Company or any of its Subsidiaries. To the knowledge of the Company, none of the employees or 5% Stockholders (who are 5% Stockholders as of the date hereof) of the Company has any material interest in any property, real or personal, tangible or intangible, including inventions, copyrights, trademarks, or trade names, used in or pertaining to the business, except for the normal rights of a stockholder of the Company, and except for rights under the Stock Plans.

Governmental Filings; No Violations; Certain Contracts. (ia) Except for Other than (A) the applicable requirements of the Securities Act, the Exchange Act filings and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating notices required to the Stockholders Meetingbe made pursuant to Section 1.3, (B) the applicable requirements filing of a premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereundertermination of the waiting period required under the HSR Act, (C) compliance with the applicable requirements of NASDAQthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), (D) compliance with any applicable international, federal, state or provincial securities or “blue sky” Laws, (E) filings as may be required under the rules and regulations of the New York Stock Exchange (“NYSE”) or the Financial Industry Regulatory Authority (“FINRA”), (F) the filings, notices and/or approvals identified on Section 4.4(a) of the Company Disclosure Letter, and (DG) the filing of a Joint Notice with CFIUS (the Secretary of State of the State of Delaware of the Delaware Certificate of Merger“Company Approvals”), no notices, reports or other filings are required to be made by the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company or any of its Subsidiaries 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 by the Company it of the Offer, the Merger and the other transactions contemplated by this AgreementAgreement to which it is a party, except as those that the failure to make or obtain would not, individually or in the aggregate, have reasonably be expected to result in a Company Material Adverse Effect. (iib) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation by it of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company to which it is a party will not not, constitute or result in (Ai) assuming receipt a breach or violation of, or a default under, the Fundamental Documents of the Company Stockholder Approval, if required by applicable Law, a violation of the certificate of incorporation or by-laws of the Company, (B) a violation of the comparable governing documents of any of its Subsidiaries, (Cii) with or without notice, lapse of time or both, a breach or violation of, a termination of, a (or right of termination termination) or default under, the creation or acceleration of any obligations under, under or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, bond, mortgage, indenture indenture, arrangement or other instrument or obligation (excluding purchase orders) (each, a “Contract”) binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by it of the Merger and the other transactions contemplated by this Agreement to which it is a party), compliance with the matters referred to in Section 4.4(a) under any Law to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound subject or (Diii) assuming compliance with any change in the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval, if required by applicable Law, a violation rights or obligations of any Laws to which party under any Contract binding upon the Company or any of its Subsidiaries is subjectSubsidiaries, except, in the case of clause (Cii) or (Diii) of this Section 5.1(d)(ii)above, as for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, have reasonably be expected to result in a Company Material Adverse Effect. Section 4.4(b) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts, Reinsurance Contracts and Reserve Financing Contracts pursuant to which consents or waivers are required by the execution, delivery or performance of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than the filings, notices and/or approvals (A) pursuant to Section 1.3, (B) under the applicable requirements of the Securities HSR Act, (C) under the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Act of 19761933, as amended (the “HSR "Securities Act”"), and the rules and regulations promulgated thereunder, (C) the applicable requirements of NASDAQ, and (D) the filing to comply with state securities or "blue-sky" laws, (E) required to be made with the Secretary of State of New York Stock Exchange, Inc. ("NYSE") and (F) required and customary filings pursuant to any state environmental transfer statutes including, without limitation, the State of Delaware of New Jersey Industrial Site Recovery Act N.J.S.A. 13:1K-6 et seq. and the Delaware Certificate of MergerConnecticut Transfer Act, C.G.S. 22a-134a et seq., 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 body or other legislative, executive or judicial governmental entity (each a “"Governmental Entity”"), in connection with the execution, execution and delivery and performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreementhereby, except as would those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company hereby will not not, constitute or result in (A) assuming receipt a breach or violation of, or a default under, the Organizational Documents of the Company Stockholder Approval, if required by applicable Law, a violation of the certificate of incorporation or by-laws of the Company, (B) a violation of the comparable governing documents of any of its Subsidiaries, (CB) a breach or violation of, or a termination of, a right of termination or default under, the creation or acceleration of any obligations under, or the creation of a Lien lien, pledge, security interest or other encumbrance on any of the assets of the Company or any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, bond, mortgage, indenture indenture, arrangement or other instrument or obligation (excluding purchase orders"Contracts") binding upon the Company or any of its Subsidiaries or any Law (each, a “Contract”as defined in Section 5.1(i)) or governmental or non-governmental permit or license to which the Company or any of its Subsidiaries is a subject or (C) any change in the rights or obligations of any party or by which under any of their respective properties or assets are bound or (D) assuming compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval, if required by applicable Law, a violation of any Laws to which the Company or any of its Subsidiaries is subjectContracts, except, in the case of clause (CB) or (DC) of this Section 5.1(d)(ii)above, as would notfor any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement. Section 5.1(d) of the Company Disclosure Schedule sets forth a correct and complete list of (i) any of the top fifty customer Contracts of the Company based upon five months revenues prior to January 1, 2002 and (ii) any real property leases of the Company and its Subsidiaries for more than 20,000 square feet of space, in each case, 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. (i) Except for Other than filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) the applicable requirements of the Securities Exchange Act, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunderDGCL, (C) the applicable requirements of NASDAQstate securities laws, and (D) the filing with HSR Act, (E) the Secretary of State of Competition Act (Canada), Colombian competition approval and other mandatory foreign and supranational antitrust premerger notification or approval requirements and, (F) as may be required or customarily filed pursuant to any state environmental transfer statutes (the State of Delaware of the Delaware Certificate of Merger“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 each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreementhereby, except as those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or 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 does do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company hereby will not not, constitute or result in (A) assuming receipt of the Company Stockholder Approvala breach or violation of, if required by applicable Lawor a default under, a violation of the certificate of incorporation or by-laws of the Company, (B) a violation of Company or the comparable governing documents instruments of any of its Subsidiaries, (CB) with or without notice, lapse of time or both, a breach or violation of, a termination of, a (or right of termination termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien an Encumbrance on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, bond, mortgage, indenture indenture, arrangement or other instrument or obligation (excluding purchase orders) (each, a “Contract”) to which binding upon the Company or any of its Subsidiaries is a party or by which any or, assuming (solely with respect to performance of their respective properties or assets are bound or (Dthis Agreement and consummation of the Merger and the other transactions contemplated hereby) assuming compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval), if required by applicable Law, a violation of under any Laws Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries, except, in the case of clause (CB) or (DC) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(j)(i)) pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Section 5.1(d)(iiAgreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). All products manufactured by the Company and its Subsidiaries have been manufactured in compliance in all material respects with applicable contract specifications, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any Contract that limits the ability of the Company or its Subsidiaries to engage in any of their currently conducted business or the manner or locations in which any of them may so engage in any such business if such limitations, individually or in the aggregate, would have a material impact on the Company or any Significant Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is a party to or bound by any Contract that, after giving effect to the Merger, would limit the ability of Parent or any of its Subsidiaries to engage in any of their currently conducted business or the manner or locations in which any of them may so engage in any such business (other than such limitations, individually or in the aggregate, that would have an immaterial impact on Parent or any Significant Subsidiary of Parent). (iv) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under Chapter 11 of Title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (a) Other than the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations pursuant to, in compliance with or required to be made under, (i) Except for the DGCL, (Aii) the applicable requirements of the Securities Exchange Act, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (Biii) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended 1976 (the “HSR Act”), (iv) those requirements set forth in Section 5.4(a)(iv), Section 8.1(b) and Section 8.1(c) of the Company Disclosure Letter, (v) the rules and regulations promulgated thereunder, (C) the applicable requirements of NASDAQ, NASDAQ and (Dvi) state securities, takeover and “blue sky” Laws (the filing with the Secretary of State of the State of Delaware of the Delaware Certificate of Mergerfilings, no notices, reports or other filings are required to be made by the Company withreports, nor are any consents, registrations, approvals, permits permits, waivers, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (vi), the “Company Approvals”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Company from, or to be given by the Company to, or be made by the Company with, any domestic U.S., non-U.S. or foreign supranational or transnational governmental, regulatory, self-regulatory or quasi-governmental or regulatory authority, entity, agency, commission, body, court department or instrumentality (including any state banking department or similar agency) or any court, tribunal or arbitrator or other legislative, executive or judicial governmental entity or political subdivision thereof (each each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement, or in connection with the continuing operation of the business of the Company and its Subsidiaries as of immediately following the Effective Time, except as those that the failure to give, make or obtain would not, individually or in the aggregate, have reasonably be expected to result in a Company Material Adverse EffectEffect or prevent or materially delay or impair the consummation of the Merger and the other transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company will not not, constitute or result in (Ai) assuming receipt of subject to obtaining the Requisite Company Stockholder Approval, if required by applicable LawVote, a breach or violation of of, or a default under, the certificate of incorporation or by-laws bylaws of the Company, (B) a violation of Company or the comparable governing documents of any of its Subsidiaries, or (Cii) assuming the giving, making or obtaining of those filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods and authorizations set forth in Section 5.4(b)(ii) of the Company Disclosure Letter (the “Third-Party Consents”), with or without notice, lapse of time or both, a breach or violation of, a termination of, a or cancellation (or right of termination or cancellation) of or a default under, a requirement for consent under, the loss of any benefit or right under, the creation or acceleration of any obligations under, under or the creation of a Lien Lien, other than any Permitted Lien, on any of the properties, rights or assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, bond, mortgage, indenture or other instrument or obligation (excluding purchase orders) (each, a “Contract”) to which Material Contract binding upon the Company or any of its Subsidiaries is a party or or, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated by which any of their respective properties or assets are bound or (D) assuming this Agreement), compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval5.4(a), if required by under any applicable Law, a violation of any Laws Law or Privacy Policy to which the Company or any of its Subsidiaries is subject, except, in the case of clause (Cii) directly above, for any such breach, violation, termination, cancellation, default, creation or (D) of this Section 5.1(d)(ii), as acceleration that would not, individually or in the aggregate, have reasonably be expected to result in a Company Material Adverse EffectEffect or prevent or materially delay or impair the consummation of the Merger and the other transactions contemplated by this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Except for (A) the applicable requirements of the Securities Actfor compliance with, and filings under, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the Xxxx-Xxxxx-Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the “HSR Act”), and the rules and regulations promulgated thereunder, ; (CB) the applicable requirements of NASDAQ, and (D) for the filing of the Delaware Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware (C) for such other items as disclosed in SECTION 3.1(e)(i) of the Delaware Certificate of MergerCompany Disclosure Letter; and (D) where the failure to obtain or make would not reasonably be expected to be material, individually or in the aggregate, to the Company and its Subsidiary, taken as a whole, or prevent or delay the Closing, no notices, reports or other filings are required to be made by the Company with, nor are any consentsConsents, registrations, approvals, permits registrations or authorizations Permits required to be obtained by the Company from, any domestic domestic, federal, state, local or foreign governmental or regulatory authoritybody or political subdivision thereof, commission, agency, commissioninstrumentality, bodyauthority, court or other legislative, executive or judicial entity, tribunal or court of competent jurisdiction, any self-regulated organization or other non-governmental entity regulatory authority or quasi-government authority, including the FDA (each each, a “Governmental Entity”), ) in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (ii) The execution, delivery and performance of this Agreement by the Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and the other Transaction Documents. (ii) Except as disclosed in SECTION 3.1(e)(ii) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement and the other Transaction Documents to which the Company is a party, by the Company do not, and the consummation of the Merger and the other transactions contemplated hereby and thereby will not not, constitute or result in (A) assuming receipt of the Company Stockholder Approval, if required by applicable Law, a violation of the certificate of incorporation or by-laws of the Company, (B) a violation of the comparable governing documents of any of its Subsidiaries, (C) a breach or violation of, or a termination of, a right of termination or default under, the creation certificate of incorporation or acceleration of any obligations under, bylaws (or the creation of a Lien on any of the assets comparable formation and governing documents) of the Company or its Subsidiary, each as amended to the date of this Agreement, (B) any breach or violation of, or a default (or an event which with notice or lapse of its Subsidiaries pursuant totime or both would become a default) under, or give rise to any right of termination, cancellation, amendment or acceleration of, or loss of material benefit under, any agreementCompany Material Contract, lease(C) the creation of any Lien (other than Permitted Liens) on the Company, license, contract, note, bond, mortgage, indenture or other instrument or obligation (excluding purchase orders) (each, a “Contract”) to which the Company its Subsidiary or any of its Subsidiaries is a party their properties, rights or by which any of their respective properties or assets are bound assets, or (D) assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval, if required by applicable LawSECTION 3.1(e)(i), a violation of or breach under any Laws Law or Order to which the Company or any of its Subsidiaries Subsidiary is subject, except, except in the case of clause clauses (B), (C) or and (D) of this Section 5.1(d)(ii), as for any such breach, violation, default, termination, cancellation, amendment, acceleration, loss of material benefit or creation that would notnot reasonably be expected to be material, individually or in the aggregate, have to the Company and its Subsidiary, taken as a Company Material Adverse Effectwhole, or prevent or delay Closing.

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than (A) the applicable requirements of filings, approvals and/or notices pursuant to Section 1.1, Section 1.2, Section 1.7 and Section 6.3, under the Securities Exchange Act, the Exchange rules and regulations of Nasdaq or under any other Securities Law, regulation or Order, or under the HSR Act and state securitiesor under any other antitrust, takeover and “blue sky” Lawscompetition or premerger notification, including the filing and dissemination of the Offer Documents andtrade regulation Law, if necessary, of a Proxy Statement relating to the Stockholders Meetingregulation or Order, (B) the applicable requirements filing and recordation of appropriate documents for the Transactions as required by the DGCL and appropriate documents with the relevant authorities of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (other jurisdictions in which the “HSR Act”), and the rules and regulations promulgated thereunderCompany is qualified to do business, (C) the compliance with and such filings as may be required under applicable requirements of NASDAQEnvironmental Laws or environmental property transfer Laws, and (D) such other items that may be required under the filing with the Secretary applicable Law of State any Governmental Entity solely by reason of the State participation of Delaware Parent or Merger Sub (as opposed to any third party) in the Merger or the other Transactions, or (E) as set forth in Section 5.1(d)(i) of the Delaware Certificate of MergerCompany Disclosure Letter, 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 by the Company of the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, except as those that the failure to make or obtain would not, individually or in the aggregate, have reasonably be expected to result in a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the Transactions. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the OfferTransactions will not, the Merger and the other transactions contemplated by this Agreement by the Company will not constitute or result in (A) assuming receipt of the Company Stockholder Approvala breach or violation of, if required by applicable Lawor a default under, a violation of the certificate of incorporation or by-laws bylaws of the Company, (B) a violation of Company or the comparable governing documents of any of its SubsidiariesSignificant Subsidiaries or (B) with or without notice, (C) lapse of time or both, a breach or violation of, a termination of, a (or right of termination termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant toto (x) any Material Contract, any agreement, lease, license, contract, note, bond, mortgage, indenture or other instrument or obligation (excluding purchase orders) (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound or (Dy) assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval), if required by applicable Law, a violation of any Laws Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (CB) above, for any such breaches, violations, terminations, defaults, creations or (D) of this Section 5.1(d)(ii), as would notaccelerations that, individually or in the aggregate, have would not reasonably be expected to result in a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the Transactions. Section 5.1(d)(ii) of the Company 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 (whether or not subject to the exception set forth with respect to clause (B) above). (iii) The Company and its Subsidiaries are not creditors or claimants with respect to any debtor or debtor-in-possession subject to proceedings under chapter 11 of title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (a) Other than the filings and/or notices pursuant to (i) Except for (A) the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) the Exchange Act and (iii) the approvals set forth on Section 5.4(a) of the Company Disclosure Letter or any other filing with any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”) with jurisdiction over enforcement of any applicable antitrust or competition Laws, (iv) the GBCC, (v) the rules and regulations promulgated thereunder, (C) the applicable requirements of NASDAQ, Nasdaq and (Dvi) the filing with the Secretary of State of the State of Delaware of the Delaware Certificate of Mergerapplicable state securities or blue sky laws, 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”), Entity in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreementhereby, except as those that the failure to make or obtain would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the Company’s ability to consummate the transactions contemplated by this Agreement. (iib) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company hereby will not not, constitute or result in (Ai) assuming receipt a breach or violation of, or a default under, the articles of incorporation or bylaws of the Company Stockholder Approval, if required by applicable Law, a violation of the certificate of incorporation or by-laws of the Company, (B) a violation of the comparable governing documents instruments of any of its Subsidiaries, (Cii) with or without notice, lapse of time or both, a breach or violation of, a termination of, a (or right of termination termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the material assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, bond, mortgage, indenture or other instrument or obligation (excluding purchase orders) (each, a “Contract”) to which Material Contract binding upon the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound or (Diii) assuming (solely with respect to performance of this Agreement and consummation of the Offer, the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval5.4(a), if required by applicable Law, a violation of under any Laws Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (Cii) above, for any such breach, violation, termination, default, creation, acceleration or (D) of this Section 5.1(d)(ii), as change that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect.

Governmental Filings; No Violations; Certain Contracts. (i) Except for Other than such filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, (A) the applicable requirements of the Securities Exchange Act, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunderDGCL, (C) the applicable requirements of NASDAQ, state securities laws and (D) the filing with HSR Act (the Secretary of State of the State of Delaware of the Delaware Certificate of Merger“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 each, a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreementhereby, except as those that the failure to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or 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 does do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company hereby will not not, constitute or result in (A) assuming receipt of the Company Stockholder Approvala breach or violation of, if required by applicable Lawor a default under, a violation of the certificate of incorporation or by-laws bylaws of the Company, (B) a violation of Company or the comparable governing documents instruments of any of its Subsidiaries, (CB) with or without notice, lapse of time or both, a breach or violation of, a termination of, a (or right of termination termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien an Encumbrance on any of the assets of the Company or any of its Subsidiaries pursuant to, to any agreement, lease, license, contract, note, bond, mortgage, indenture indenture, arrangement or other instrument or obligation (excluding purchase orders) (each, a “Contract”) to which binding upon the Company or any of its Subsidiaries is a party or by which any or, assuming (solely with respect to performance of their respective properties or assets are bound or (Dthis Agreement and consummation of the Merger and the other transactions contemplated hereby) assuming compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval), if required by applicable Law, a violation of under any Laws Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries, except, in the case of clause (CB) or (DC) above, for any such breach, violation, termination, default, creation, acceleration or change that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Section 5.1(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(j)(i)) pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Section 5.1(d)(iiAgreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above). (iii) Neither the Company nor any of its Subsidiaries is a party to or bound by any Contract that limits the ability of the Company or its Subsidiaries to engage in any of their currently conducted business or the manner or locations in which any of them may so engage in any such business if such limitations, individually or in the aggregate, would have a material impact on the Company and its Significant Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries is a party to or bound by any Contract that, after giving effect to the Merger, would limit the ability of Parent or any of its Subsidiaries to engage in any of their currently conducted business (as described in Parent’s most recent report on Form 20-F and in Maverick Tube Corporation’s last Annual Report on Form 10-K, each filed prior to the date of this Agreement) or the locations in which any of them may so engage in any such business (other than such limitations, individually or in the aggregate, that would have an immaterial impact on Parent and its Significant Subsidiaries, taken as a whole). (iv) All products manufactured by the Company and its Subsidiaries have been manufactured in compliance in all material respects with applicable contract specifications, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (v) The Company and its Subsidiaries are not creditors or claimants with respect to any debtors or debtor-in-possession subject to proceedings under Chapter 11 of Title 11 of the United States Code with respect to claims that, in the aggregate, constitute more than 25% of the gross assets of the Company and its Subsidiaries (excluding cash and cash equivalents).

Governmental Filings; No Violations; Certain Contracts. (i) Except for (Ai) compliance with, and filings under, the applicable requirements of the Securities HSR Act; (ii) compliance with, and filings under, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, of a Proxy Statement relating to the Stockholders Meeting, (B) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Securities Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder, including the filing of the Schedule 14D-9 contemplated by Section 1.2(a) and, if required by applicable Law in connection with obtaining the Company Requisite Vote, the filing with the SEC and mailing to the stockholders of the Company of the Proxy Statement; (C) the applicable requirements of NASDAQ, and (Diii) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware Delaware; (iv) compliance with the rules and regulations of Nasdaq; (v) such other items as disclosed in Section 5.1(d)(i)(v) of the Delaware Certificate of MergerCompany Disclosure Letter (the items set forth above in clauses (i) through (v), 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 consents or authorizations Permits 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 by the Company of the Offer, the Merger and the other transactions contemplated by this Agreementhereby, except as those that the failure to make or obtain that have not had and would not, individually or in the aggregate, not be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated hereby. (ii) The execution, delivery and performance of this Agreement by the Company does do not, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement by the Company hereby will not not, constitute or result in (A) assuming receipt of the Company Stockholder Approvala breach or violation of, if required by applicable Lawor a default under, a violation of the certificate of incorporation or by-laws bylaws of the Company, (B) a violation of Company or the comparable governing documents instruments of any of its Subsidiaries, (CB) with or without notice, lapse of time or both, a breach or violation of, a termination of, a (or right of termination termination) or a default under, the creation or acceleration of any obligations under, under or the creation of a any Lien on any material portion of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, bond, mortgage, indenture indenture, arrangement or other instrument obligation not otherwise terminable by the other party thereto on 180 days’ or obligation (excluding purchase orders) less notice (each, a “Contract”) to which binding upon the Company or any of its Subsidiaries is a party or by which any or, assuming (solely with respect to performance of their respective properties or assets are bound or (Dthis Agreement and consummation of the Offer, the Merger and the other transactions contemplated hereby) assuming compliance with the matters referred to in Section 5.1(d)(i) and receipt of the Company Stockholder Approval), if required by applicable Law, a violation of under any Laws Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries, except, in the case of clause (CB) or (DC) of this Section 5.1(d)(ii)above, as for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, not be reasonably likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the consummation of the transactions contemplated hereby.