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 a party and the consummation by the Company of the transactions contemplated hereby and thereby, and the forward merger of the Company with and into Merger Sub (if structured as such) will not (a) 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, (b) other than the filing of the Certificate of Merger, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Governmental Body, (c) require any consent, approval or authorization of, or notice to, any Person pursuant to any Contract or 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 Encumbrance, Contract, 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, (d) result in the creation of any Encumbrance on any material 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 the Company Bylaws, or (f) invalidate or adversely affect any permit, license or authorization that is material to the conduct of the Company’s business.

No Approvals; No Conflicts. The execution, delivery and performance of this Agreement by the Company of this Agreement and the other Operative Documents to which the Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby, and the forward merger of the Company with and into Merger Sub (if structured as such) will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) (a) constitute a violation of any provision of law or any judgment, decree, order, regulation or rule of any Governmental Body court or other governmental authority applicable to the Company, (b) other than the filing of the Certificate of Merger, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Governmental Body, (c) require any consent, approval or authorization of, or notice todeclaration, filing or registration with, any Person person, regulatory body or governmental agency, except for the filing of notices of the sale of the Notes pursuant to Regulation D promulgated under the Act and applicable state securities laws, which filings will be effected within fifteen days of the Initial Closing, and, if necessary, any Contract Subsequent Closing, (c) require any consent or approval under, or result in a any 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 Encumbranceagreement, Contractlease, 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 material assets of the Company are subject, (d) result in the creation of any Encumbrance on any material assets 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 or Bylaws of the Company Bylaws, or (fe) invalidate result in the suspension, revocation, impairment, forfeiture or adversely affect nonrenewal of any permit, license license, authorization or authorization that is material approval applicable to the conduct Company, its business or operations or any of the Company’s businessits assets or properties.

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 a party and the consummation by the Company of the transactions contemplated hereby and thereby, and the forward merger of the Company with and into Merger Sub (if structured as such) thereby will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of any provision of law or any judgment, decree, order, regulation or rule of any Governmental Body court or other governmental authority applicable to the Company, (b) other than the filing of the Certificate of Merger, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Governmental Body, (c) require any consent, approval or authorization of, or notice todeclaration, filing or registration with, any Person pursuant person, corporation, partnership, joint venture, association, organization, other entity or governmental or regulatory authority (a "Person"), except (i) compliance with applicable securities laws, (ii) the filing of all documents necessary to any Contract consummate the Merger with the Delaware Secretary of State, and (iii) the approval by the stockholders of the Company of the transactions contemplated hereby, as provided under applicable 19 law and the Certificate of Incorporation and Bylaws of the Company (all such consents, approvals and authorizations to be duly obtained by the Company at or prior to the 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 Encumbranceagreement, Contractlease, 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 material assets of the Company are subject, (d) result in the creation of any Encumbrance on (as defined in Section 2.9(d)) upon any material assets of the Company or, to the knowledge of the Company, 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 Restated Certificate of Incorporation or Bylaws of the Company BylawsCompany, or (f) invalidate or adversely affect any permit, license or authorization that is material to currently required for the conduct of the business of the Company’s business.