Common use of No Approvals; No Conflicts Clause in Contracts

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is or is to become a party, the execution, delivery and performance by each of the Key Stockholders of its Key Stockholder Agreement and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and will not (individually or in combination): (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law or any Order applicable to the Company; (b) require any Consent of, or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Merger, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be made, in each case, with respect to the Merger and the other Contemplated Transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify or cancel, any Material Contract; (d) result in the creation of any Encumbrance upon any material Assets of the Company, or upon any outstanding shares or other securities of the Company; (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company Bylaws; or (f) invalidate or adversely affect any Governmental Authorization material to the business of the Company as currently conducted or as currently proposed to be conducted by the Company.

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Transaction Documents to which the Company is or is to become a party, the execution, delivery and performance by each of the Key Stockholders of its Key Stockholder Agreement and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger Transactions and the performance by the Company of its respective obligations pursuant to this Agreement and the other Operative Transaction Documents to which it is or is to become a party, did not, do not and will not (individually or in combination): (a) conflict with or constitute a violation of any Applicable Law, (b) except for the Requisite Stockholder Approval and as set forth on Schedule 3.5(b), require any consent, notice, waiver, approval, order or authorization of, or declaration, filing or registration with, any Person, (c) except as set forth on Schedule 3.5(c), result in any violation of or default under (with or without the giving of notice or lapse of time, or both) of any provision of Law or any Order applicable to the Company; (b) require any Consent of, or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Merger, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be made, in each case, with respect to the Merger and the other Contemplated Transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under), or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any Material Contract; Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any material assets (whether tangible or intangible) of the Company or any of its Subsidiaries are subject, (d) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any material Assets asset (whether tangible or intangible) of the Company or any of its Subsidiaries or, to the Company’s knowledge, or upon any outstanding shares or other securities of the Company; Company or any of its Subsidiaries, or (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate Charter or the Company Bylaws or comparable organizational document of Incorporation or Company Bylaws; any of its Subsidiaries, except, in the case of (a), (b), (c) or (f) invalidate or adversely affect any Governmental Authorization material d), as would not reasonably be expected to the business of the have a Company as currently conducted or as currently proposed to be conducted by the CompanyMaterial Adverse Effect.

No Approvals; No Conflicts. The Except as described on Schedule 3.5 to the Disclosure Memorandum, the execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is or is to become a party, party and the execution, delivery and performance by each consummation of the Key Stockholders of its Key Stockholder Agreement transactions contemplated hereby and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and thereby will not (individually or in combination): (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to the CompanyCompany or any of its Subsidiaries; (b) require the Company or any Consent of its Subsidiaries to file, seek, or obtain any notice, to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Body in connection with the execution, delivery and performance by the Company of this Agreement and the Operative Documents to which the Company is a party or the consummation of the transactions contemplated hereby or thereby or in order to prevent the termination of any right, privilege, license or qualification of the Company or any of its Subsidiaries, except for (i) any filings required to be made under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act“), (ii) the filing of the Agreement of Merger as required by applicable Law and (iii) such filings as may be required by any applicable federal or state securities or “blue sky” laws; (c) require any consent, approval or authorization of, or declaration, filing or registration with, or notice to, any PersonPerson including any consent, except for (i) the approval or authorization of, declaration, filing of all documents necessary or registration with, or notice to, any Person required to consummate the Merger with the Delaware Secretary; (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Merger, as provided under the DGCL be obtained or made in order to keep any Contract between such Person and the Company Certificate or any of Incorporation and Company Bylaws; and (iii) any required submissions under its Subsidiaries in effect following the HSR Act transactions contemplated by this Agreement or to provide that the Company or Acquiror reasonably determines should be madeany of its Subsidiaries is not in breach or violation of any such Contract following the transactions contemplated by this Agreement by reason of the execution and delivery of, in each caseor the performance of its obligations under, with respect this Agreement or the Operative Documents to which the Merger and the other Contemplated TransactionsCompany is a party; (cd) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify or cancel, any Material Contractagreement, lease, note or other restriction, Encumbrance, obligation or liability to which the Company or any of its Subsidiary is a party or by which it is bound or to which any assets of the Company or any of its Subsidiaries are subject, including the Contracts; (de) result in the creation of any Encumbrance upon on any material Assets of the Company, or upon any outstanding shares or other securities assets of the Company; (ef) conflict with or result in a breach of or constitute a default under any provision of the Charter or the Bylaws of the Company Certificate or any of Incorporation or Company Bylawsits Subsidiaries; or (fg) invalidate or adversely affect any Governmental Authorization material to permit, license or authorization used in the business conduct of the businesses of the Company as currently conducted or as currently proposed to be conducted by the Companyany of its Subsidiaries.

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is or is to become a party, the execution, delivery and performance by each of the Key Stockholders of its Key Stockholder Agreement and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and will not (individually or in combination): (a) constitute a material violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company; (b) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; Secretary of State, (iiiii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders stockholders of the MergerCompany of the transactions contemplated hereby, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; Bylaws of the Company, and (iiiiv) any required submissions under the HSR notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act that the Company or Acquiror reasonably determines should be made, in each case, with respect to the Merger and the other Contemplated Transactionsof 1976 ("Xxxx-Xxxxx-Xxxxxx Act"); (c) result in a material default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any Material Contractmaterial agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject; (d) result in the creation of any Encumbrance (as defined in Section 2.9(d)) upon any material Assets of the Company, or upon any outstanding shares or other securities assets of the Company; (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company BylawsBylaws of the Company; or (f) invalidate or materially adversely affect any Governmental Authorization permit, license or authorization currently material to the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the Company.

No Approvals; No Conflicts. The execution, delivery and performance by the Company and each Shareholder of this Agreement and the other Operative Documents to which the Company or any Shareholder is or is to become a party, party and the execution, delivery and performance by each consummation of the Key Stockholders of its Key Stockholder Agreement transactions contemplated hereby and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger thereby and the performance by the Company and each Shareholder of its or his obligations pursuant to this Agreement and the other Operative Documents to which it or he is or is to become a party, did not, do not and will not (individually or in combination): (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the CompanyCompany or any Shareholder; (b) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Merger, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be made, in each case, with respect to the Merger and the other Contemplated Transactions"); (c) except as would not ------ have a material adverse effect on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or other) or prospects of the Company (a "Company Material Adverse Effect"), result in a ------------------------------- default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any Material Contractagreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject; (d) result in the creation of any Encumbrance (as defined below) upon any material Assets assets of the CompanyCompany or, to the knowledge of the Company or any Voting Shareholder, upon any outstanding shares or other securities of the CompanyShares; (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate Articles of Incorporation or Company Bylawsother constituting documents of the Company; or (f) invalidate or adversely affect any Governmental Authorization permit, license or authorization currently material to the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the Company.

No Approvals; No Conflicts. The execution, delivery delivery, and performance by the Company of this Agreement and the other Operative Documents to which the Company is (or is to become will be) a party, the execution, delivery party and performance by each of the Key Stockholders of its Key Stockholder Agreement and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, Transactions do not and will not (individually or in combination): (a) constitute a violation violate (with or without the giving of notice or lapse of time, or both) of any provision of Applicable Law or any Order applicable to which the Company; Company is subject, (b) require any Consent consent, approval, or authorization of, or declaration, filing filing, or registration with, or notice to, any PersonGovernmental Body, except for other than (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; Stockholder Approval, (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders filing of the Certificate of Merger, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any such filings and notifications as may be required submissions under the HSR Act that to be made by the Company or Acquiror reasonably determines should be made, in each case, connection with respect to the Merger and the other Contemplated Transactions; Transactions under the HSR Act and the expiration or early termination of the applicable waiting period under the HSR Act and (iv) such other consents, approvals, authorizations, declarations, filings, registrations or notices that, if not obtained, made or delivered, would be reasonably be expected to materially adversely affect or delay the Company’s ability to consummate the Transactions in accordance with this Agreement, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify modify, or cancel, any Material Contract; , (d) result in the creation of any Encumbrance upon on any material Assets assets of the Company, or upon any outstanding shares or other securities of the Company; (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company Bylaws; or (f) invalidate or adversely affect any Governmental Authorization Company Permit that is material to the business Company or (f) materially impair the right of the Company as currently conducted or as currently proposed of the Effective Time to be conducted Exploit (in the manner Exploited by the CompanyCompany prior to Closing) any Company Intellectual Property.

No Approvals; No Conflicts. The execution, delivery and performance by Except as set forth on Section 3.3 of the Company of this Agreement and the other Operative Documents to which the Company is or is to become a partyBuyer Disclosure Schedules, the execution, delivery and performance by each Buyer of the Key Stockholders of its Key Stockholder this Agreement and the other Operative Transaction Documents to which such Key Stockholder Buyer is or is to become a party, the consummation by the Company Buyer of the Contemplated Transactionstransactions contemplated hereby and thereby, the effectiveness of the Merger and the performance by the Company Buyer of its obligations pursuant to this Agreement hereunder and the other Operative Documents to which it is or is to become a party, did notthereunder, do not and will not (individually or in combination): (a) conflict with or result in a Breach of or constitute a default under any provision of the Governing Documents of Buyer, (b) assuming satisfaction of any requirements imposed by the HSR Act, constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law or any Order judgment, decree, order, regulation or rule of any court or other Governmental Authority applicable to the Company; Buyer, (bc) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate FCC, State PUC, or the Merger with Federal Trade Commission under the Delaware Secretary; HSR Act, or (ii) the adoption by the Stockholders of any other Person except, with regard solely to this Agreement clause (c)(ii), for such consents and the approval by the Stockholders of the Mergerfilings that, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company if not obtained or Acquiror reasonably determines should be made, would not, individually or in each casethe aggregate, have a Buyer Material Adverse Effect, or (d) violate, Breach, conflict with respect to the Merger and the other Contemplated Transactions; (c) result in or constitute a default (or an event that with or without the giving of notice or lapse of time, time or bothboth would become a default) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify or cancel, any Material Contract; (d) result in the creation of any Encumbrance upon any material Assets properties or assets of the CompanyBuyer, or upon give to any outstanding shares Person any right of termination, amendment, acceleration or other securities of the Company; cancellation (e) conflict with or result without notice, lapse of time or both) of, any Contract or agreement to which Buyer is a party or by which any material properties or assets of Buyer are bound except in the case of this clause (d), for any such violation, conflict, default, right or Encumbrance that would not, individually or in the aggregate, have a breach of Buyer Material Adverse Effect or constitute a default under any provision of preclude the Company Certificate of Incorporation or Company Bylaws; or (f) invalidate or adversely affect any Governmental Authorization material to Buyer from consummating the business of the Company as currently conducted or as currently proposed to be conducted by the Companytransactions contemplated hereby.

No Approvals; No Conflicts. The execution, delivery and performance by Except as set forth in Section 2.5 of the Company of this Agreement and the other Operative Documents to which the Company is or is to become a partyDisclosure Schedules, the execution, delivery and performance by each of Sellers and the Key Stockholders Company of its Key Stockholder this Agreement and the other Operative Transaction Documents to which such Key Stockholder each is or is to become a party, the consummation by Sellers and the Company of the Contemplated Transactionstransactions contemplated hereby and thereby, the effectiveness of the Merger and the performance by each of Sellers and the Company of its obligations pursuant to this Agreement hereunder and the other Operative Documents to which it is or is to become a party, did not, thereunder do not and will not (individually or in combination): (a) conflict with or result in a Breach of or constitute a default under any provision of the relevant Governing Document(s) of Sellers and the Company, (b) assuming satisfaction of any requirements imposed by the HSR Act, constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law or any Order judgment, decree, order, regulation or rule of any court or other Governmental Authority applicable to Sellers or the Company; , (bc) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate FCC, State PUC, or the Merger with Federal Trade Commission under the Delaware Secretary; HSR Act, or (ii) the adoption by the Stockholders of any other Person except, with regard solely to this Agreement clause (c)(ii), for such consents and the approval by the Stockholders of the Mergerfilings that, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company if not obtained or Acquiror reasonably determines should be made, would not, individually or in each casethe aggregate, with respect to the Merger and the other Contemplated Transactions; have a Company Material Adverse Effect, or (cd) result in violate, Breach, conflict with, or constitute a default (or an event that with or without the giving of notice or lapse of time, time or bothboth would become a default) under, or acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify or cancel, any Material Contract; (d) result in the creation of any Encumbrance upon any material Assets properties or assets of the Company, or upon give to any outstanding shares Person any right of termination, amendment, acceleration or other securities of the Company; cancellation (e) conflict with or result in a breach without notice, lapse of time or constitute a default under both) of, any provision of the Company Certificate of Incorporation or Company Bylaws; or (f) invalidate or adversely affect any Governmental Authorization material to the business of the Company as currently conducted or as currently proposed to be conducted by the CompanyMaterial Contract.

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is or is to become a party, party and the execution, delivery and performance by each consummation of the Key Stockholders of its Key Stockholder Agreement transactions contemplated hereby and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and thereby will not (individually or in combination): (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company; , except for such violations which would not, both individually and in the aggregate, have a Company Adverse Material Effect, (b) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; Secretary of State, (iiiii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Mergertransactions contemplated hereby, as provided under the DGCL Delaware Law and the Company Certificate of Incorporation and Company Bylaws; Bylaws of the Company, (iv) the notification requirements of the HSR Act, and (iiiv) any required submissions under such consents, approvals, authorizations, declarations, filings and registrations the HSR Act that failure of which to obtain or effect would not, both individually and in the aggregate, have a Company or Acquiror reasonably determines should be madeMaterial Adverse Effect, in each case, with respect to the Merger and the other Contemplated Transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, except for such defaults, accelerations, terminations, or creations of such rights which would not, both individually and in the aggregate, have a Company Material Contract; Adverse Effect, (d) result in the creation of any Encumbrance (as defined in Section 2.9(d)) upon any material Assets assets of the Company or, to the knowledge of the Company, or upon any outstanding shares or other securities of the Company; , (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company Bylaws; Bylaws of the Company, or (f) invalidate or adversely affect any Governmental Authorization permit, license or authorization currently material to the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the Company.

No Approvals; No Conflicts. The (a) Except as set forth on Schedule 2.6(a) to the Disclosure Memorandum, the execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is or is to become a party, the execution, delivery and performance by each of the Key Stockholders of its Key Stockholder Agreement and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company and the consummation of the Contemplated Transactions, the effectiveness of the Merger transactions contemplated hereby and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and thereby will not (individually or in combination): (ai) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company; , (bii) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Delaware Secretary; Washington Secretary of State and the Massachusetts Secretary of State (ii) the adoption consent of all such Persons to be duly obtained by the Stockholders of this Agreement and Company at or prior to the approval by the Stockholders of the MergerClosing), as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be made, in each case, with respect to the Merger and the other Contemplated Transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any Material Contract; agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (div) result in the creation of any Encumbrance lien or encumbrance upon any material Assets the assets of the Company, Company or upon any outstanding shares Outstanding Shares or other securities of the Company; , (ev) conflict with or result in a breach of or -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER Page 8 16 constitute a default under any provision of the Company Certificate Articles of Incorporation Organization or Company Bylaws; Bylaws of the Company, or (fvi) invalidate or adversely affect any Governmental Authorization material to governmental permit, license, authorization or status used in the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the Company.

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Ancillary Documents to which the Company is or is to become a party, party and the execution, delivery and performance by each consummation of the Key Stockholders of its Key Stockholder Agreement transactions contemplated hereby and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and thereby will not (individually or in combination): (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company; , except for such violations which would not, both individually and in the aggregate, have a Company Material Adverse Effect, (b) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate the Merger compliance with the Delaware Secretary; applicable securities laws, and (ii) such consents, approvals, authorizations, declarations, filings and registrations the adoption by failure of which to obtain or effect would not, both individually and in the Stockholders of this Agreement and the approval by the Stockholders of the Mergeraggregate, as provided under the DGCL and the have a Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be madeMaterial Adverse Effect, in each case, with respect to the Merger and the other Contemplated Transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, Encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, except for such defaults, accelerations, terminations, or creations of such rights which would not, both individually and in the aggregate, have a Company Material Contract; Adverse Effect, (d) result in the creation of any Encumbrance upon any material Assets assets of the Company or, to the knowledge of the Company, or upon any outstanding shares or other securities of the Company; , (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation Company's Articles or Company the Company's Bylaws; , or (f) invalidate or or, to the Company's knowledge, adversely affect any Governmental Authorization permit, license or authorization currently material to the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the Company.

No Approvals; No Conflicts. (a) The execution, execution and delivery and performance by the Company of this Agreement and the other Operative Transaction Documents to which the Company it is or is to become a partyparty do not, the execution, delivery and performance by each of the Key Stockholders of its Key Stockholder Agreement and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to under this Agreement and the other Operative Transaction Documents to which it is a party and the consummation of the Transactions will not: (i) subject to the receipt of the Required Government Approvals or is to become a party, did not, do not and will not (individually the termination or in combination): (a) expiration of any waiting period under applicable law constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order Judgment applicable to the Company; (b) require any Consent of, or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Merger, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be made, in each case, subject to obtaining consent with respect to the Merger and assignment by the other Contemplated Transactions; (cCompany to Buyer of the Assumed Contracts set forth on Schedule 3.5(a) to the Disclosure Memorandum, violate, conflict with, result in any breach of, or result in a default (with or without the giving of notice or lapse of time, or both) under, result in the creation of any Encumbrance (other than a Permitted Encumbrance) upon any properties or acceleration or termination ofassets of the Company used in the Business, or the creation create in any Person of the right to accelerate, terminate, modify or cancel, cancel (or automatically do any Material Contractof the foregoing) any Contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (d) result in the creation of any Encumbrance upon any material Assets of the Company, or upon any outstanding shares or other securities of the Company; (eiii) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company Bylawsits governing documents; or (fiv) invalidate or adversely affect any Governmental Authorization material Permit or authorization used in the conduct of the Company’s business, except in the case of clause (a)(ii) above to the business of extent such violations, conflicts, breaches, defaults or other matters would not reasonably be expected to prevent or prohibit the Company as currently conducted or as currently proposed to be conducted by from performing its obligations under, and completing the Companytransactions contemplated by, the Transaction Documents.

No Approvals; No Conflicts. The execution, delivery and performance by IntelliPrep and the Company Principals of this Agreement and the other Operative Documents to which the Company is IntelliPrep or is to become a party, the execution, delivery and performance by each any of the Key Stockholders of its Key Stockholder Agreement Principals is a party and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactionstransactions contemplated hereby and thereby, the effectiveness of the Merger and the performance by IntelliPrep or the Company Principals of its their obligations pursuant to this Agreement and the other Operative Documents to which it any of them is or is to become a party, did not, do not and will not (individually or in combination): (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other governmental authority applicable to IntelliPrep or the Company; Principals, (b) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; Secretary of State, and (iiiii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders stockholders of IntelliPrep of the Mergertransactions contemplated hereby, as provided under the DGCL Delaware Law and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be madeBylaws of Intelliprep, in each case, with respect to the Merger and the other Contemplated Transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any Material Contract; material agreement, lease, note or other restriction, encumbrance, obligation or liability to which IntelliPrep or any Principal is a party or by which IntelliPrep or any Principal is bound or to which any assets of IntelliPrep are subject, (d) result in the creation of any Encumbrance upon any material Assets assets of IntelliPrep or the CompanyIntelliPrep Common Stock held by the Principals or, or to the knowledge of IntelliPrep and the Principals, upon any other outstanding shares or other securities of the Company; Intelliprep, (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company Bylaws; Bylaws of Intelliprep, or (f) invalidate or adversely affect any Governmental Authorization permit, license or authorization currently material to the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the CompanyIntelliprep.

No Approvals; No Conflicts. The execution, delivery and performance by each of the Company and the Company Subsidiaries of this Agreement and the other Operative Documents to which the Company or such Company Subsidiary is or is to become a party, party and the execution, delivery and performance consummation by each of the Key Stockholders of its Key Stockholder Agreement Company and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company Subsidiaries of the Contemplated Transactions, the effectiveness of the Merger transactions contemplated hereby and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and thereby will not (individually or in combination): (a) conflict with or result in a breach of or constitute a violation (with or without the giving of notice or lapse of time, or both) of default under any provision of Law the Governing Documents of the Company or any Order applicable to the Company; Company Subsidiary, (b) except as set forth on Schedule 2.5(b) to the Disclosure Memorandum, require any Consent consent, approval or authorization of, or declaration, filing or registration withnotice to, any PersonPerson under, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders of the Merger, as provided under the DGCL and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that the Company or Acquiror reasonably determines should be made, in each case, with respect to the Merger and the other Contemplated Transactions; (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or the acceleration or termination of, or the creation in any Person of the right to accelerate, terminate, modify or cancel, any Material Contract; , (c) (i) constitute a violation (with or without the giving of notice or lapse of time, or both) of Law or any judgment, decree, order, regulation or rule of any Governmental Body applicable to the Company or any Company Subsidiary, or (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Governmental Body, except for compliance with the requirements of the HSR Act, (d) result in the creation of any Encumbrance upon on any material Assets assets of the CompanyCompany or any Company Subsidiary, other than such Encumbrances that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, or upon any outstanding shares or other securities of the Company; (e) conflict with except where such invalidation or result in adverse effect would not reasonably be expected to have a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company Bylaws; or (f) Material Adverse Effect, invalidate or adversely affect any Governmental Authorization material to permit, license or authorization used in the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the Companyany Company Subsidiary.

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is or is to become a party, party and the execution, delivery and performance by each consummation of the Key Stockholders of its Key Stockholder Agreement transactions contemplated hereby and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and thereby will not (individually or in combination): (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company; , (b) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; Massachusetts Secretary of State, and (iiiii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders stockholders of the MergerCompany of the transactions contemplated hereby, as provided under the DGCL applicable law and the Company Certificate Articles of Incorporation Organization and Company Bylaws; and (iii) any required submissions under the HSR Act that Bylaws of the Company (all such consents, approvals and authorizations to be duly obtained by the Company at or Acquiror reasonably determines should be made, in each case, with respect prior to the Merger and the other Contemplated Transactions; Closing), (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any Material Contract; agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any Encumbrance (as defined in Section 2.9(d) hereof) upon any material Assets the assets of the Company, Company or upon any outstanding shares Outstanding Shares or other securities of the Company; , (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate Articles of Incorporation Organization or Company Bylaws; Bylaws of the Company, or (f) invalidate or adversely affect any Governmental Authorization material to permit, license, authorization or status used in the business conduct of the Company as currently conducted or as currently proposed to be conducted by the Company's business.

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is or is to become a party, party and the execution, delivery and performance by each consummation of the Key Stockholders of its Key Stockholder Agreement transactions contemplated hereby and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and thereby will not (individually or in combination): (a) to the Company's knowledge, constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other Governmental Body applicable to the Company; , (b) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any Person, except for (i) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; Secretary of State, (ii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders stockholders of the MergerCompany of the transactions contemplated hereby, as provided under the DGCL California Law and Delaware Law and the Company Certificate of Incorporation and Bylaws of the Company, which approval is set forth in the Company Bylaws; Stockholder Consent, and (iii) any such filings as may be required submissions under the HSR Act that to be made by the Company or Acquiror reasonably determines should be made, in each case, connection with respect to the Merger and by the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "XXXX-XXXXX-XXXXXX ACT"), or any other Contemplated Transactions; federal or state antitrust or fair trade law, (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, Encumbrance (other than Permitted Encumbrances), obligation or liability to which the Company is a party or by which it is bound or to which any material assets of the Company are subject (other than the acceleration of vesting or the release of the Company's repurchase rights of outstanding Company Options issued to employees, consultants and directors of the Company) and except as would not have a Material Contract; Adverse Effect, (d) result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any material Assets assets of the Company, or upon any outstanding shares or other securities of the Company; (e) conflict with or result in a breach of or constitute a default under any provision of the Company Certificate of Incorporation or Company Bylaws; Bylaws of the Company, or (f) invalidate or adversely affect any Governmental Authorization material to permit, license or authorization used in the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the Company.

No Approvals; No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is or is to become a party, party and the execution, delivery and performance by each consummation of the Key Stockholders of its Key Stockholder Agreement transactions contemplated hereby and the other Operative Documents to which such Key Stockholder is or is to become a party, the consummation by the Company of the Contemplated Transactions, the effectiveness of the Merger and the performance by the Company of its obligations pursuant to this Agreement and the other Operative Documents to which it is or is to become a party, did not, do not and thereby will not (individually or in combination): (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of Law law or any Order judgment, decree, order, regulation or rule of any court or other governmental authority applicable to the Company; , (b) require any Consent consent, approval or authorization of, or declaration, filing or registration with, any person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except for (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary; Secretary of State, and (iiiii) the adoption by the Stockholders of this Agreement and the approval by the Stockholders stockholders of the MergerCompany of the transactions contemplated hereby, as provided under the DGCL applicable 19 law and the Company Certificate of Incorporation and Company Bylaws; and (iii) any required submissions under the HSR Act that Bylaws of the Company (all such consents, approvals and authorizations to be duly obtained by the Company at or Acquiror reasonably determines should be made, in each case, with respect prior to the Merger and the other Contemplated Transactions; Closing), (c) result in a default (with or without the giving of notice or lapse of time, or both) under, or acceleration or termination of, or the creation in any Person party of the right to accelerate, terminate, modify or cancel, any Material Contract; agreement, lease, note or other restriction, encumbrance, obligation or liability to which the Company is a party or by which it is bound or to which any assets of the Company are subject, (d) result in the creation of any Encumbrance (as defined in Section 2.9(d)) upon any material Assets assets of the Company or, to the knowledge of the Company, or upon any outstanding shares Outstanding Shares or other securities of the Company; , (e) conflict with or result in a breach of or constitute a default under any provision of the Company Restated Certificate of Incorporation or Company Bylaws; Bylaws of the Company, or (f) invalidate or adversely affect any Governmental Authorization material to permit, license or authorization currently required for the conduct of the business of the Company as currently conducted or as currently proposed to be conducted by the Company.