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

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a) of the Parent Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent or Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) None of the execution, delivery or performance of this Agreement by Parent, the consummation by Parent of the Merger or any other transaction contemplated by this Agreement, or Parent’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), (i) subject to obtaining the Parent Stockholder Approval, conflict with or violate any provision of Parent’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; (ii) conflict with or violate any Law or Order applicable to Parent or any of its Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences or Liens which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein).

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a3.4(a) of the Parent Company Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub the Company with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub the Company from any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent or Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) None of the execution, delivery or performance of this Agreement by Parentthe Company, the consummation by Parent the Company of the Merger or any other transaction contemplated by this Agreement, or Parentthe Company’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), (i) subject to obtaining the Parent Company Stockholder Approval, conflict with or violate any provision of Parentthe Company’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parentthe Company’s Subsidiaries; (ii) conflict with or violate any Law or Order applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii3.4(b)(iii) of the Parent Company Disclosure LetterSchedule, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent the Company or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences or Liens which would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein).

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a) of the Parent Disclosure Letter, no No notices, reports or other filings are required to be made by Parent or Merger Sub such Seller with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from such Seller from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or Merger Sub such Seller and the consummation by Parent and Merger Sub of the Merger Purchase and the other transactions contemplated by this Agreementhereby, except those that the failure to make or obtain would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effectreasonably be expected to prevent or materially delay the ability of such Seller to consummate the Purchase and the other transactions contemplated by this Agreement. (b) None of the The execution, delivery or and performance of this Agreement by Parentsuch Seller does not, and the consummation by Parent such Seller of the Merger Purchase and the other transactions contemplated hereby will not, constitute or any other transaction contemplated by this Agreementresult in (i) a breach or violation of, or Parent’s compliance a default under, the governing documents of such Seller, as applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien on any of the provisions assets of this Agreement will (with or without notice or lapse of timesuch Seller pursuant to, or both), (i) subject to obtaining the Parent Stockholder Approval, conflict with or violate any provision of Parent’s certificate of incorporation or bylaws Contracts binding upon such Seller or any equivalent organizational Laws or governing documents of any of Parent’s Subsidiaries; (ii) conflict with governmental or violate any Law non-governmental permit or Order applicable license to Parent or any of its Subsidiaries or any of their respective properties or assetswhich such Seller is subject; or (iii) except as set forth any change in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent rights or approval under, violate, conflict with, result in any breach of or any loss obligations of any benefit underparty under any of such Contracts, permits or constitute a default underlicenses, except, in the case of clause (ii) or result in termination or give to others (iii) above, for any right of breach, violation, termination, vestingdefault, amendmentcreation, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences or Liens which change that would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. None reasonably be expected to prevent or materially delay the ability of such Seller to consummate the execution, delivery or performance of Purchase and the other transactions contemplated by this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein)Agreement.

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a3.4(a) of the Parent Company Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub the Company with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub the Company from any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent or Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) None of the execution, delivery or performance of this Agreement by Parentthe Company, the consummation by Parent the Company of the Merger or any other transaction contemplated by this Agreement, or Parentthe Company’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), (i) subject to obtaining the Parent Company Stockholder Approval, conflict with or violate any provision of Parentthe Company’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parentthe Company’s Subsidiaries; (ii) conflict with or violate any Law or Order applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii3.4(b)(iii) of the Parent Company Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent the Company or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences or Liens which would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein).

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.31.3 of this Agreement, (ii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the “HSR Act”), the Securities Act, the Securities Exchange Act and of 1934, as amended (the “Exchange Act”), (iii) required to be made with NASDAQNasdaq Stock Market (“Nasdaq”), (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” laws, (v) required to be made with or to those foreign Governmental Entities (as defined below) regulating competition, antitrust or Regulatory Laws, and (vvi) as set forth in Section 4.4(a) of the Parent Disclosure Letterrequired to be made under any Environmental Law, no notices, reports or other filings are required to be made by Parent or Merger Sub the Company with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent the Company from, any governmental or Merger Sub from any regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by Parent or Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Merger Mergers and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) None of the execution, delivery or performance of this Agreement by Parentthe Company, the consummation by Parent the Company of the Merger Mergers or any other transaction contemplated by this Agreement, or Parentthe Company’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), ): (i) subject to obtaining the Parent Stockholder ApprovalCompany Requisite Vote, conflict with or violate any provision of Parentthe Company’s certificate articles of incorporation or bylaws or any equivalent organizational or governing documents of any of Parentthe Company’s Significant Subsidiaries; (ii) assuming that all consents, approvals, authorizations and permits described in this Section 3.4 have been obtained and all filings and notifications described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Order applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent the Company or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences or Liens which would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein).

Governmental Filings; No Violations; Etc. (a) Except for Other than the reports, registrations, consents, approvals, permits, authorizations, filings and/or notices and/or filings (i) pursuant to Section 1.3Article 2 of the Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Registrar under the YBCA, (ii) under the Securities Act and the Exchange ActCompetition Approvals, (iii) required to be made with NASDAQthe ICA Approval, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, filings and/or notices under the Securities Laws and (v) as set forth in Section 4.4(a) of under the Parent Disclosure LetterHealth Care Regulatory Approvals, no notices, reports or other filings are required to be made by the Parent or Merger Sub and/or the Purchaser with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by the Parent or Merger Sub from and/or the Purchaser from, any Governmental Entity, in connection with the execution execution, delivery and delivery performance of this Agreement by the Parent or Merger Sub and the Purchaser and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this AgreementTransactions, except those that the failure to make or obtain would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions or results from or is attributable to facts or circumstances relating to the Company or its Subsidiaries (such exception not including, for the avoidance of doubt, the fact that the Parent and the Purchaser are entering into a Parent Material Adverse Effecttransaction pursuant to which the Common Shares are being acquired) or Laws or Contracts binding on the Company or its Subsidiaries. (b) None of the The execution, delivery or and performance of this Agreement by Parentthe Parent and the Purchaser does not, and the consummation by the Parent and the Purchaser of the Merger Transactions will not, constitute or result in: (i) a breach or violation of, or a default under, the Organizational Documents of the Parent or the Organizational Documents of any of its Significant Subsidiaries (and the Purchaser) or (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under or the creation of a Lien (other than any Permitted Lien and other than any Lien resulting from or attributable to the actions or omissions taken by the Company or any other transaction contemplated by this Agreement, or Parent’s compliance with of its Subsidiaries) on any of the provisions assets of this Agreement will (with or without notice or lapse of time, or both), (i) subject to obtaining the Parent Stockholder Approval, conflict with or violate any provision of Parent’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; (ii) conflict with or violate any Law or Order applicable to Parent or any of its Subsidiaries or (including the Purchaser) pursuant to any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of material Contracts binding upon the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent or any of its Subsidiaries pursuant to(including the Purchaser) or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section (3)(a) of this Schedule D, under any Contract, permit or other instrument or obligation Law to which the Parent or any of its Subsidiaries (including the Purchaser) is a subject, or (iii) any change in the rights or obligations of any party or by which they under any Contract binding upon the Parent or any of their respective properties or assets may be bound or affectedits Significant Subsidiaries, except, with respect to clauses in the case of the foregoing clause (ii) and or clause (iii), for any such conflictsbreach, violationsviolation, consentstermination, approvalsdefault, authorizations, permits, breaches, losses, defaults, other occurrences creation or Liens which acceleration that would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. None reasonably be expected to prevent, materially delay or materially impair the consummation of the executionTransactions or results from or is attributable to facts or circumstances relating to the Company or its Subsidiaries (such exception not including, delivery or performance for the avoidance of this Agreement by Parent shall constitute or give rise to a Triggering Event under doubt, the fact that the Parent Rights Agreement (as such term is defined thereinand the Purchaser are entering into a transaction pursuant to which the Common Shares are being acquired).

Governmental Filings; No Violations; Etc. (a) Except for Required Regulatory Approvals, the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act Interim Order and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a) of the Parent Disclosure LetterFinal Order, no notices, reports or other filings Regulatory Approvals are required to be made by Parent or Merger Sub with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from any Governmental Entity, the Purchaser in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or Merger Sub the Purchaser and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this AgreementTransaction, except those that the failure to make or obtain would could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectaggregate to prevent or significantly impede or materially delay the completion of the Arrangement and Transaction or adversely affect the continuing operation of the business of the Purchaser and its Subsidiaries following the Effective Time. (b) None of the The execution, delivery or and performance of this Agreement by Parentthe Purchaser do not, and the consummation by Parent of the Merger Transaction will not, constitute or any other transaction contemplated by this Agreementresult in, or Parent’s compliance with any of the provisions of this Agreement will (with or without notice or notice, lapse of timetime or both: i. a breach or violation of, or both)a default under, (i) subject to obtaining the Parent Stockholder Approval, conflict with or violate any provision Organizational Documents of Parent’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; (ii) conflict with or violate any Law or Order applicable to Parent the Purchaser or any of its Subsidiaries Subsidiaries; ii. a contravention, breach, violation or default under any Law applicable to it or any of the Purchaser or any of its Subsidiaries, or any of its or their respective properties or assets; or iii. a breach or violation of, a termination (iiior right of termination) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, the creation or result in termination acceleration of any obligations under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon Lien on any of the respective properties assets or assets property of Parent the Purchaser or any of its Subsidiaries pursuant to, any Contractcontract binding upon the Purchaser or its Subsidiaries or, permit or other instrument or obligation assuming (solely with respect to performance of this Agreement and consummation of the Transaction) compliance with the matters referred to in Section (7), under any Law to which Parent the Purchaser or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affectedsubject, except, with respect to clauses (ii) and (iii)in the case of the foregoing, for any such conflictsbreach, violationsviolation, consentstermination, approvalsdefault, authorizationscreation, permits, breaches, losses, defaults, other occurrences acceleration or Liens which change that would not reasonably be expected to havenot, individually or in the aggregate, a Parent Material Adverse Effect. None reasonably be expected to prevent or significantly impede or materially delay the completion of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein)Transaction.

Governmental Filings; No Violations; Etc. (a) Except for Other than the reportsfilings, registrationsnotices, consents, approvals, permits, authorizations, notices and/or filings waiting periods or approvals required by (i) pursuant to Section 1.34.4 of this Agreement, including the Interim Order and any approvals required thereunder and the Final Order, (ii) under the Securities Act and Required Regulatory Approvals, (iii) the U.S. Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, the Listing Statement and (v) as set forth in Section 4.4(a) of the Parent Disclosure LetterOTCQB rules and regulations, no noticesconsent, reports approval, Order, license, Permit or other filings are required to be made by Parent authorization of, or Merger Sub registration, declaration, notice or filing with, nor are any registrations, consents, approvals, permits Governmental Entity is necessary or authorizations required to be obtained or made by Parent or Merger Sub from with respect to SKYE or any Governmental Entity, of the SKYE Subsidiaries in connection with the execution and delivery of this Agreement, the performance by SKYE of its obligations under this Agreement by Parent or Merger Sub and the consummation by Parent and Merger Sub SKYE of the Merger Arrangement and the other transactions contemplated by this Agreementhereby, except those that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent SKYE Material Adverse Effect. (b) None of the execution, The execution and delivery or performance of this Agreement by ParentSKYE does not, and the consummation by Parent of the Merger or any Arrangement and the other transaction transactions contemplated by this Agreement, or Parent’s compliance with any of the provisions of this Agreement hereby will not (with or 328972.00001/116443569.20 without notice or lapse of time, time or both), (i) subject to obtaining the Parent Stockholder Approval, violate or conflict with or violate any provision of ParentSKYE’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; Organizational Documents, (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section (4)(a), violate or conflict with any Laws or violate any Law or Order applicable to Parent SKYE or any of its the SKYE Subsidiaries or any of their respective properties assets or assets; or properties, (iii) except as subject to obtaining the third-party consents and approvals set forth in Section 4.4(b)(iii(4)(a) of the Parent SKYE Disclosure Letter, require any consent in each case, prior to or approval underat the Closing, violate, conflict with, or result in any a breach of or any loss of any benefit underprovision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the termination of, or give to others any accelerate the performance required by, or result in a right of termination, vestingcancellation, amendment, guaranteed payment or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a Lien, other than Permitted Liens, any Lien upon any of the respective properties or assets of Parent SKYE or any of its the SKYE Subsidiaries pursuant toto any provisions of any mortgage, any Contractindenture, permit deed of trust, Permit, concession, lease, instrument, obligation or other instrument or obligation Contract of any kind to which Parent SKYE or any of its the SKYE Subsidiaries is now a party or by which they it or any of their respective its assets may be bound, or (iv) result in the creation of any Lien upon any of the properties or assets may be bound of SKYE or affected, any of the SKYE Subsidiaries (including EHT and the EHT Subsidiaries following the Arrangement) except, with respect to in the case of the foregoing clauses (ii), (iii) and (iii), iv) for any such conflictsbreach, violationsviolation, consentsconflict, approvalstermination, authorizationsdefault, permitsacceleration, breachescreation, losseschange, defaults, other occurrences conflict or Liens which Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent SKYE Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein).

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.31.3 of this Agreement, (ii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 (the “HSR Act”), the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the EC Merger Regulation and the Exchange ActChina Anti-Monopoly Law, (iii) required to be made with NASDAQthe New York Stock Exchange (the “NYSE”), (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Lawslaws, and (v) required to be made with or to those foreign Governmental Entities (as set forth in Section 4.4(adefined below) regulating competition and antitrust Laws, (vi) required to be made under any Environmental Law and (vii) pursuant to the rules and regulations of the Parent Disclosure LetterFDA and similar foreign Governmental Entities, no notices, reports or other filings are required to be made by Parent or Merger Sub the Company with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent the Company from, any governmental or Merger Sub from any regulatory authority, agency, commission, body or other governmental entity (“Governmental Entity”), in connection with the execution and delivery of this Agreement by Parent or Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) None of the execution, delivery or performance of this Agreement by Parentthe Company, the consummation by Parent the Company of the Merger or any other transaction contemplated by this Agreement, or Parentthe Company’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), ): (i) subject to obtaining the Parent Stockholder ApprovalCompany Requisite Vote, conflict with or violate any provision of Parentthe Company’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parentthe Company’s Significant Subsidiaries; (ii) assuming that all consents, approvals, authorizations and permits described in this Section 3.4 have been obtained and all filings and notifications described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Order applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent the Company or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences or Liens which would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein).

Governmental Filings; No Violations; Etc. ‌ (a) Except for Other than the reportsfilings, registrationsnotices, consents, approvals, permits, authorizations, notices and/or filings waiting periods or approvals required by (i) pursuant to Section 1.34.4 of this Agreement, including the Interim Order and any approvals required thereunder and the Final Order, (ii) under the Securities Act Required Regulatory Approvals; and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover the CSE and “blue sky” Laws, the OTCQX rules and (v) as set forth in Section 4.4(a) of the Parent Disclosure Letterregulations, no noticesconsent, reports approval, Order, license, Permit or other filings are required to be made by Parent authorization of, or Merger Sub registration, declaration, notice or filing with, nor are any registrations, consents, approvals, permits Governmental Entity is necessary or authorizations required to be obtained or made by Parent or Merger Sub from with respect to EHT or any Governmental Entity, of the EHT Subsidiaries in connection with the execution and delivery of this Agreement, the performance by EHT of its obligations under this Agreement by Parent or Merger Sub and the consummation by Parent and Merger Sub EHT of the Merger Arrangement and the other transactions contemplated by this Agreementhereby, except those that the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent an EHT Material Adverse Effect. (b) None of the execution, The execution and delivery or performance of this Agreement by ParentEHT does not, and the consummation by Parent of the Merger or any Arrangement and the other transaction transactions contemplated by this Agreement, or Parent’s compliance with any of the provisions of this Agreement hereby will not (with or without notice or lapse of time, time or both), (i) subject to obtaining the Parent Stockholder Approval, violate or conflict with or violate any provision of ParentEHT’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; Organizational Documents, (ii) subject to the filings, notices, waiting periods or approvals contemplated by Section (5)(a) and obtaining the EHT Shareholder Approval, violate or conflict with any Laws or violate any Law or Order applicable to Parent EHT or any of its the EHT Subsidiaries or any of their respective properties assets or assets; or properties, (iii) except as subject to obtaining the third-party consents and approvals set forth in Section 4.4(b)(iii(5)(b) of the Parent EHT Disclosure Letter, require any consent in each case, prior to or approval underat the Closing, violate, conflict with, or result in any a breach of or any loss of any benefit underprovision of, or constitute a default under, or trigger any obligation to repurchase, redeem or otherwise retire Indebtedness under, or result in the termination of, or give to others any accelerate the performance required by, or result in a right of termination, vestingcancellation, amendment, guaranteed payment or acceleration of any obligation or cancellation ofthe loss of a benefit under, or result in the creation of a Lien, other than Permitted Liens, any Lien upon any of the respective properties or assets of Parent EHT or any of its the EHT Subsidiaries pursuant toto any provisions of any mortgage, any Contractindenture, permit deed of trust, Permit, concession, lease, instrument, obligation or other instrument or obligation Contract of any kind to which Parent EHT or any of its the EHT Subsidiaries is now a party or by which they it or any of their respective its assets may be bound, or (iv) result in the creation of any Lien upon any of the properties or assets may be bound of EHT or affectedany of the EHT Subsidiaries, except, with respect to except in the case of the foregoing clauses (ii), (iii) and (iii), iv) for any such conflictsbreach, violationsviolation, consentsconflict, approvalstermination, authorizationsdefault, permitsacceleration, breachescreation, losseschange, defaults, other occurrences conflict or Liens which Lien that would not reasonably be expected to have, individually or in the aggregate, a Parent an EHT Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein).

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a(7)(a) of the Parent Company Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from any Governmental Entity, in connection with the execution and delivery of this Agreement by Parent or Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) None of the execution, delivery or and performance of this Agreement by Parentthe Company do not, and the consummation of the Transaction will not, constitute or result in, subject to the Company obtaining the Required Regulatory Approvals, with or without notice, lapse of time or both: (i) a breach or violation of, or a default under, the consummation by Parent Organizational Documents of the Merger Company or of any other transaction contemplated by this Agreementof its Subsidiaries; (ii) a contravention, breach, violation or Parent’s compliance with default under any Law applicable to it or any of the provisions of this Agreement will (with or without notice or lapse of time, or both), (i) subject to obtaining the Parent Stockholder Approval, conflict with or violate any provision of Parent’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; (ii) conflict with or violate any Law or Order applicable to Parent Company or any of its Subsidiaries Subsidiaries, or any of its or their respective properties or assets; or or (iii) except as set forth in Section 4.4(b)(iiia breach or violation of, a termination (or right of termination) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, the creation or result in termination acceleration of any obligations under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, Lien (other than any Permitted Liens, upon Lien and other than any Lien created in connection with any action taken by Purchaser or any of its Affiliates) on any of the respective properties assets or assets property of Parent the Company or any of its Subsidiaries pursuant to, any ContractCompany Material Contract binding upon the Company or any of its Subsidiaries or, permit or other instrument or obligation assuming (solely with respect to performance of this Agreement and consummation of the Transaction) compliance with the matters referred to in Section (7), under any Law to which Parent the Company or any of its Subsidiaries is a party subject; or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii)in the case of the foregoing, for any such conflictsbreach, violationsviolation, consentstermination, approvalsdefault, authorizationscreation, permits, breaches, losses, defaults, other occurrences acceleration or Liens which change that would not reasonably be expected to havehave a Material Adverse Effect on the Company or its Subsidiaries, or would not, individually or in the aggregate, a Parent Material Adverse Effect. None reasonably be expected to prevent or significantly impede or materially delay the completion of the execution, delivery Arrangement or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein)Transaction.

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.31.3 of this Agreement, (ii) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the "HSR Act"), xxx Xxxxxxxxxx Xxt, the Securities Exchange Act xx 0000, xx xxxxxxx (the "Exchange Act"), the EC Merger Regulation and the Exchange ActChina Anti-Monopoly Law, (iii) required to be made with NASDAQthe New York Stock Exchange (the "NYSE"), (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “"blue sky” Laws" laws, and (v) required to be made with or to those foreign Governmental Entities (as set forth in Section 4.4(adefined below) regulating competition and antitrust Laws, (vi) required to be made under any Environmental Law and (vii) pursuant to the rules and regulations of the Parent Disclosure LetterFDA and similar foreign Governmental Entities, no notices, reports or other filings are required to be made by Parent or Merger Sub the Company with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent the Company from, any governmental or Merger Sub from any regulatory authority, agency, commission, body or other governmental entity ("Governmental Entity"), in connection with the execution and delivery of this Agreement by Parent or Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. (b) None of the execution, delivery or performance of this Agreement by Parentthe Company, the consummation by Parent the Company of the Merger or any other transaction contemplated by this Agreement, or Parent’s the Company's compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), ): (i) subject to obtaining the Parent Stockholder ApprovalCompany Requisite Vote, conflict with or violate any provision of Parent’s the Company's certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s the Company's Significant Subsidiaries; (ii) assuming that all consents, approvals, authorizations and permits described in this Section 3.4 have been obtained and all filings and notifications described in this Section 3.4 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law or Order applicable to Parent the Company or any of its Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent the Company or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent the Company or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences or Liens which would not reasonably be expected to have, individually or in the aggregate, a Parent Company Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein).

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant to Section 1.3, (ii) under the Securities Act and the Exchange Act, (iii) No Approval is required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a) of the Parent Disclosure Letter, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub Purchaser from any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or Merger Sub and Purchaser and the consummation by Parent and Merger Sub Purchaser of the Offer, the Merger and the other transactions contemplated hereby, other than (i) any Approvals required (A) under the HSR Act, (B) under applicable requirements of the Exchange Act (including filing of the Offer Documents), (C) under applicable requirements of NASDAQ or (D) under applicable Antitrust Laws, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by this Agreement, except those that the DGCL and (iii) such other Approvals which the failure to make or obtain would not reasonably be expected to haveare not, individually or in the aggregate, a reasonably likely to prohibit the ability of Parent Material Adverse Effectand Purchaser to consummate the transactions contemplated by this Agreement. (b) None of the The execution, delivery or and performance of this Agreement by ParentParent and Purchaser do not, and the consummation by Parent and Purchaser of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or any other transaction contemplated by this Agreement, or Parent’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), result in (i) subject to obtaining a breach or violation of, or a default under, the Parent Stockholder Approval, conflict with or violate any provision of Parent’s certificate of incorporation or bylaws of Parent or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; Purchaser, (ii) conflict assuming that the Approvals referred to in Section 5.3(a) are duly obtained or made, with or violate without notice, lapse of time or both, a material breach or violation of any Law to which Parent or Order applicable Purchaser is subject, or (iii) with or without notice, lapse of time or both, a breach or violation of, a termination, cancellation or modification (or provide a right of termination, cancellation or modification) or default under, the payment of additional fees, the creation, change or acceleration of any rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, or the creation of a Lien on any of the assets of the Parent or Purchaser, in each case, pursuant to any agreement, lease, license, contract, settlement, consent, note, mortgage, indenture, arrangement or other obligation or understanding binding upon Parent or any of its Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affectedSubsidiaries, except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflictsbreach, violationsviolation, consentstermination, approvalsdefault, authorizationscreation, permits, breaches, losses, defaults, other occurrences acceleration or Liens which change that would not reasonably be expected to havenot, individually or in the aggregate, a be reasonably likely to prohibit the ability of Parent Material Adverse Effect. None of and Purchaser to consummate the execution, delivery or performance of transactions contemplated by this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein)Agreement.

Governmental Filings; No Violations; Etc. (a) Except for Other than: (i) the approvals, filings and/or notices pursuant to Article 2 of the Agreement, including the Interim Order and any approvals required thereunder, the Final Order and filings with the Director under the BCBCA; (ii) the Required Regulatory Approvals; (iii) filings with the Securities Authorities or the CSE or OTCQX; or (iv) any other notices, reports, filings, waivers, consents, registrations, consents, approvals, permits, authorizations, notices and/or filings permits or authorizations the failure to make or obtain would not reasonably be expected individually or in the aggregate (iA) pursuant to Section 1.3, (ii) under prevent or significantly impede or materially delay the Securities Act and the Exchange Act, (iii) required to be made with NASDAQ, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a) completion of the Parent Disclosure Letter, Arrangement and Transaction or (B) to have a Material Adverse Effect on the Company; no notices, reports or other filings are required to be made by Parent or Merger Sub the Company with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from the Company from, any Governmental Entity, in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or Merger Sub the Company and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this AgreementTransaction, except those that the failure to make or obtain would not reasonably be expected to have, individually or in connection with the aggregate, a Parent Material Adverse Effectcontinuing operation of the business of the Company and its Subsidiaries following the Effective Time. (b) None of the The execution, delivery or and (subject to obtaining the Required Regulatory Approvals, the ‎approval of the Arrangement Resolution by the Company Shareholders, the Interim Order and the Final Order) performance of this Agreement by Parentthe Company does not, and the consummation by Parent of the Merger Transaction will not, constitute or any other transaction contemplated by this Agreementresult in, or Parent’s compliance with any of the provisions of this Agreement will (with or without notice or notice, lapse of time, time or both), : (i) subject to obtaining a breach or violation of, or a default under, the Parent Stockholder Approval, conflict with Organizational Documents of the Company or violate any provision of Parent’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s its Subsidiaries; ; (ii) conflict with a contravention, breach, violation or violate default under any Law or Order applicable ‎applicable to Parent the Company or any of its Subsidiaries Subsidiaries, or any of their respective ‎respective properties or assets; or or (iii) except as set forth in Section 4.4(b)(iiia breach or violation of, a termination (or right of termination) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, the creation or result in termination acceleration of any obligations under or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, Lien (other than any Permitted Liens, upon Lien and other than a Lien created in connection with any action taken by Purchaser or any of its Affiliates) on any of the respective properties assets or assets property of Parent the Company or any of its Subsidiaries pursuant to, any ContractCompany Material Contract binding upon the Company or any of its Subsidiaries or, permit or other instrument or obligation assuming (solely with respect to performance of this Agreement and consummation of the Transaction) compliance with the matters referred to in Section (5), under any Law to which Parent the Company or any of its Subsidiaries is a party subject; or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii)in the case of the foregoing, for any such conflictsbreach, violationsviolation, consentstermination, approvalsdefault, authorizationscreation, permits, breaches, losses, defaults, other occurrences acceleration or Liens which change that would not reasonably be expected to havehave a Material Adverse Effect on the Company or its Subsidiaries, or would not, individually or in the aggregate, a Parent Material Adverse Effect. None reasonably be expected to prevent or significantly ‎impede or materially delay the completion of the execution, delivery Arrangement or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein)Transaction.

Governmental Filings; No Violations; Etc. (a) Except for the reports, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant Other than with respect to Section 1.3, (ii) procedures under the Securities Act Companies Law, the necessary filings and the Exchange Actclearance, (iii) required to be made with NASDAQif any, (iv) for or pursuant to other under applicable foreign securities Law approvals, state securities, takeover Antitrust Requirements and “blue sky” Laws, and (v) as set forth in Section 4.4(a5.6(a) of the Parent Purchaser Disclosure LetterSchedule, no notices, reports or other filings are required to be made by Parent the Purchaser or the Merger Sub with, nor are any and no consents, registrations, consents, approvals, permits or authorizations are required to be obtained by Parent the Purchaser or the Merger Sub from from, any Governmental Entity, Authority in connection with the execution and delivery of this Agreement by Parent or the Purchaser and the Merger Sub and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain would not reasonably be expected to have, individually Transactions or in connection with the aggregate, a Parent Material Adverse Effectcontinuing operation of the business of the Purchaser following the Effective Time. (b) None of the The execution, delivery or and performance of this Agreement by Parentthe Purchaser and the Merger Sub do not, and the consummation by Parent of the Merger or any other transaction contemplated by this Agreement, or Parent’s compliance with any of and the provisions of this Agreement Transactions will (with or without notice or lapse of time, or both)not, (i) subject to obtaining constitute or result in (A) a breach or violation of, or a default under, the Parent Stockholder Approval, conflict with or violate any provision of Parent’s certificate of incorporation or bylaws or any equivalent comparable organizational or governing documents of the Purchaser and the Merger Sub, (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 material obligation or the creation of any Encumbrance on any of Parent’s Subsidiaries; the assets of the Purchaser or the Merger Sub pursuant to, any material Contracts binding on the Purchaser or the Merger Sub, or (C) any material change in the rights or obligations of any party under any Contract binding on the Purchaser or the Merger Sub, or (ii) conflict with or violate any judgment, order, writ, preliminary or permanent injunction or decree or any Law or Order applicable to Parent or any of its Subsidiaries the Purchaser, the Merger Sub or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which they Affiliates or any of their respective properties or assets may be bound or affectedassets, except, with respect to clauses (ii) and (iii)except in each case, for any such conflictsbreaches, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences defaults or Liens which changes that would not reasonably be expected have a material adverse effect on the Purchaser or the Merger Sub’s ability to have, individually or in timely consummate the aggregate, a Parent Material Adverse Effect. None of Merger and the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein)Transactions.

Governmental Filings; No Violations; Etc. (ai) Except for Other than (A) the reportsConfirmation Order, (B) the filings and/or notices to, and consents, registrations, consents, approvals, permits, authorizations, notices and/or filings (i) pursuant permits and authorizations required to Section 1.3, (ii) be made or obtained under the Exchange Act and the Securities Act and the Exchange Actunder state or foreign securities or Blue Sky Laws, (iiiC) the Parent Approvals set forth in the Merger Agreement in connection with the Transactions, (D) the filings and/or notices to, and consents, registrations, approvals, permits and authorizations required under the rules and regulations of the New York Stock Exchange or the Nasdaq Stock Exchange, as applicable, to consummate the transactions contemplated herein and (E) the filings to be made with NASDAQto effect the Conversion under the Delaware LLC Act and the Delaware General Corporation Law or Maryland General Corporation Law, (iv) for or pursuant to other applicable foreign securities Law approvals, state securities, takeover and “blue sky” Laws, and (v) as set forth in Section 4.4(a) of the Parent Disclosure Lettercase may be, no notices, reports or other filings are required to be made by Parent or Merger Sub the Company with, nor are any consents, registrations, consents, approvals, permits or authorizations required to be obtained by Parent or Merger Sub from the Company from, any Governmental Entity, Entity in connection with the execution execution, delivery and delivery performance of this Agreement by Parent or Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Merger transactions contemplated hereunder, including the issuance of the Rights and the other Shares pursuant to the Rights Offering and this Agreement. (ii) The execution, delivery and performance of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated by this Agreementhereunder will not, except those constitute or result in (A) a breach or violation of, or a default under, the organizational or comparable governing documents of the Company or (B) with or without notice, lapse of time or both, a breach or violation of, a default under, the creation or acceleration of any obligations or the creation of a Lien on any of the assets of the Company pursuant to, any Contracts binding upon the Company or any Laws or governmental or non-governmental permit or license to which the Company is subject, except, in the case of clause (B), for any such breach, violation, default, creation, acceleration, that the failure to make or obtain would not reasonably be expected to haveprevent, individually materially delay or in materially impair the aggregate, a Parent Material Adverse Effect. (b) None ability of the execution, delivery or performance of this Agreement by Parent, Company to consummate the consummation by Parent of the Merger or any other transaction transactions contemplated by this Agreement, or Parent’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both), (i) subject to obtaining the Parent Stockholder Approval, conflict with or violate any provision of Parent’s certificate of incorporation or bylaws or any equivalent organizational or governing documents of any of Parent’s Subsidiaries; (ii) conflict with or violate any Law or Order applicable to Parent or any of its Subsidiaries or any of their respective properties or assets; or (iii) except as set forth in Section 4.4(b)(iii) of the Parent Disclosure Letter, require any consent or approval under, violate, conflict with, result in any breach of or any loss of any benefit under, or constitute a default under, or result in termination or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien, other than Permitted Liens, upon any of the respective properties or assets of Parent or any of its Subsidiaries pursuant to, any Contract, permit or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which they or any of their respective properties or assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, consents, approvals, authorizations, permits, breaches, losses, defaults, other occurrences or Liens which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. None of the execution, delivery or performance of this Agreement by Parent shall constitute or give rise to a Triggering Event under the Parent Rights Agreement (as such term is defined therein)hereby.