Common use of No Approvals; No Conflicts Clause in Contracts

No Approvals; No Conflicts. (a) Except as set forth on Schedule 2.6(a) to the Disclosure Memorandum, the execution, delivery and performance of this Agreement and the other Operative Documents by the Company and the consummation of the transactions contemplated hereby and thereby will not (i) 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 court or other governmental authority applicable to the Company, (ii) require any 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 compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company at or prior to the Closing), (iii) result in a default (with or without the giving of notice or lapse of time, or both) under, acceleration or termination of, or the creation in any 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, (iv) result in the creation of any lien or encumbrance upon the assets of the Company or upon any Outstanding Shares or other securities of the Company, (v) 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 Articles of Organization or Bylaws of the Company, or (vi) invalidate or adversely affect any governmental permit, license, authorization or status used in the conduct of the business of the Company. (b) Except as set forth on Schedule 2.6(b) to the Disclosure Memorandum, the execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby will not (i) constitute a violation by such Shareholder (with or without the giving of notice or lapse of time, or both) of any provisions of law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to such Shareholder, (ii) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except for compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company or the Shareholder at or prior to the Closing), (iii) result in the creation of any lien or encumbrance upon the shares of Company Common Stock owned by such Shareholder, or (iv) conflict with or result in a breach of or constitute a default under any provision of the Articles of Organization or Bylaws of the Company.

No Approvals; No Conflicts. (a) Except as set forth on Schedule 2.6(a) to the Disclosure Memorandum, the The execution, delivery and performance by the Company of this Agreement and the other Operative Documents by to which the Company is a party and the consummation of the transactions contemplated hereby and thereby will not (ia) 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 court or other governmental authority applicable to the Company, (iib) require any 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 (i) compliance with applicable securities laws and laws, (ii) the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State State, and (iii) the consent approval by the stockholders of the Company of the transactions contemplated hereby, as provided under applicable law and the Articles of Organization and Bylaws of the Company (all such Persons consents, approvals and authorizations to be duly obtained by the Company at or prior to the Closing), (iiic) 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 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, (ivd) result in the creation of any lien or encumbrance Encumbrance (as defined in Section 2.9(d) hereof) upon the assets of the Company or upon any Outstanding Shares or other securities of the Company, (v) 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 Articles of Organization or Bylaws of the Company, or (vi) invalidate or adversely affect any governmental permit, license, authorization or status used in the conduct of the business of the Company. (b) Except as set forth on Schedule 2.6(b) to the Disclosure Memorandum, the execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby will not (i) constitute a violation by such Shareholder (with or without the giving of notice or lapse of time, or both) of any provisions of law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to such Shareholder, (ii) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except for compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company or the Shareholder at or prior to the Closing), (iii) result in the creation of any lien or encumbrance upon the shares of Company Common Stock owned by such Shareholder, or (ive) conflict with or result in a breach of or constitute a default under any provision of the Articles of Organization or Bylaws of the Company, or (f) invalidate or adversely affect any material permit, license, authorization or status used in the conduct of the Company's business.

No Approvals; No Conflicts. (a) Except as set forth on Schedule 2.6(a) to the Disclosure Memorandum, the The execution, delivery and performance by the Company of this Agreement and the other Operative Documents by to which the Company is a party and the consummation of the transactions contemplated hereby and thereby will not not: (ia) 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 court or other governmental authority Governmental Body applicable to the Company, ; (iib) require any 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")Person with respect to the Company, except compliance with applicable securities laws and for (i) corporate approvals referred to in Section 2.2 above, (ii) the filing of all documents necessary to consummate the Certificate of Merger with the Washington Delaware Secretary of State State, and (iii) the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company at or prior consents under Contracts listed in Schedule 2.10(d) to the ClosingDisclosure Memorandum), ; (iiic) 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 party of the right to accelerate, terminate, modify or cancel, any agreement, lease, note or other restriction, encumbranceEncumbrance, 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, ; (ivd) result in the creation of any lien or encumbrance Encumbrance upon the any assets of the Company or upon any Outstanding Shares or other securities of the Company, ; (v) 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 Articles of Organization or Bylaws of the Company, or (vi) invalidate or adversely affect any governmental permit, license, authorization or status used in the conduct of the business of the Company. (b) Except as set forth on Schedule 2.6(b) to the Disclosure Memorandum, the execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby will not (i) constitute a violation by such Shareholder (with or without the giving of notice or lapse of time, or both) of any provisions of law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to such Shareholder, (ii) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except for compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company or the Shareholder at or prior to the Closing), (iii) result in the creation of any lien or encumbrance upon the shares of Company Common Stock owned by such Shareholder, or (ive) conflict with or result in a breach of or constitute a default under any provision of the Articles Certificate of Organization Incorporation or Bylaws of the Company; or (f) invalidate or render non-compliant or ineffective under applicable Law any permit, license or authorization used in the conduct of the business of the Company, except in the case of this subsection (f) where any such invalidation, non-compliance or ineffectiveness would not have a Material Adverse Effect.

No Approvals; No Conflicts. (a) Except as set forth on Schedule 2.6(a) to the Disclosure Memorandum, the The execution, delivery and performance by the Company and each Shareholder of this Agreement and the other Operative Documents by to which the Company or any Shareholder is a party and the consummation of the transactions contemplated hereby and 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 a party, will not (ia) 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 court or other governmental authority applicable to the Company, Company or any Shareholder; (iib) require any 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"); (c) except as would not ------ have a material adverse effect on the business, except compliance with applicable securities laws and the filing operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or other) or prospects of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company at or prior to the Closing(a "Company Material Adverse Effect"), (iii) 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 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, ; (ivd) result in the creation of any lien or encumbrance Encumbrance (as defined below) upon the any material assets of the Company or upon any Outstanding Shares or other securities of the Companyor, (v) 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 Articles of Organization or Bylaws of the Company, or (vi) invalidate or adversely affect any governmental permit, license, authorization or status used in the conduct of the business of the Company. (b) Except as set forth on Schedule 2.6(b) to the Disclosure Memorandum, the execution, delivery and performance knowledge of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby will not (i) constitute a violation by such Shareholder (with or without the giving of notice or lapse of time, or both) of any provisions of law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to such Shareholder, (ii) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except for compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company or the Shareholder at or prior to the Closing), (iii) result in the creation of any lien or encumbrance upon the shares of Company Common Stock owned by such Voting Shareholder, or upon any outstanding Shares; (ive) conflict with or result in a breach of or constitute a default under any provision of the Articles of Organization Incorporation or Bylaws other constituting documents of the Company; or (f) invalidate or adversely affect any permit, license or authorization currently material to the conduct of the business of the Company.

No Approvals; No Conflicts. (a) Except as set forth on Schedule 2.6(a) to the Disclosure Memorandum, the The execution, delivery and performance by the Company and each Key Stockholder of this Agreement and the other Operative Documents by to which the Company or any Key Stockholder is a party and the consummation of the transactions contemplated hereby and thereby thereby, the effectiveness of the Merger and the performance by the Company and each Key Stockholder of its or his obligations pursuant to this Agreement and the other Operative Documents to which it or he is a party, will not (ia) 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 court or other governmental authority applicable to the Company, Company or any Key Stockholder; (iib) require any 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 laws, (ii) the filing of all documents necessary to consummate the Merger with the Washington Massachusetts Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company at or prior to the Closing)Delaware Secretary, and (iii) Stockholder approval in accordance with Massachusetts law; (c) except as would not have 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 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, ; (ivd) result in the creation of any lien or encumbrance Encumbrance (as defined in Section 2.8(d)) upon the any material assets of the Company or, to the knowledge of the Company or any Key Stockholder, upon any Outstanding Shares outstanding shares or other securities of the Company, ; (v) 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 Articles of Organization or Bylaws of the Company, or (vi) invalidate or adversely affect any governmental permit, license, authorization or status used in the conduct of the business of the Company. (b) Except as set forth on Schedule 2.6(b) to the Disclosure Memorandum, the execution, delivery and performance of this Agreement by each Shareholder and the consummation of the transactions contemplated hereby will not (i) constitute a violation by such Shareholder (with or without the giving of notice or lapse of time, or both) of any provisions of law or any judgment, decree, order, regulation or rule of any court, agency or other governmental authority applicable to such Shareholder, (ii) require any consent, approval or authorization of, or declaration, filing or registration with, any Person, except for compliance with applicable securities laws and the filing of all documents necessary to consummate the Merger with the Washington Secretary of State and the Massachusetts Secretary of State (the consent of all such Persons to be duly obtained by the Company or the Shareholder at or prior to the Closing), (iii) result in the creation of any lien or encumbrance upon the shares of Company Common Stock owned by such Shareholder, or (ive) conflict with or result in a breach of or constitute a default under any provision of the Articles of Organization or Bylaws By-Laws of the Company; or (f) invalidate or adversely affect any permit, license or authorization currently material to the conduct of the business of the Company.