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 of the transactions contemplated hereby and 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 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, 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, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of State, (iii) the approval by the Stockholders of the transactions contemplated hereby, as provided under Delaware Law and the Certificate of Incorporation and Bylaws of the Company, (iv) the notification requirements of the HSR Act, and (v) such consents, approvals, authorizations, declarations, filings and registrations the failure of which to obtain or effect would not, both individually and in the aggregate, have a Company Material Adverse Effect, (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 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 Adverse Effect, (d) result in the creation of any Encumbrance (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 Certificate of Incorporation or Bylaws 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. The Except as set forth in Schedule 2.5 to the Company Disclosure Memorandum, 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 of the transactions contemplated hereby and 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 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, 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, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Secretary of StateSDAT, and (iii) the approval by the Stockholders shareholders of the transactions contemplated hereby, as provided under Delaware Maryland Law and the Certificate Articles of Incorporation and Bylaws of the Company, (iv) the notification requirements of the HSR Act, and (v) such consents, approvals, authorizations, declarations, filings and registrations the failure of which to obtain or effect would not, both individually and in the aggregate, have a Company Material Adverse Effect, (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 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 Adverse Effect, (d) result in the creation of any Encumbrance (as defined in Section 2.9(d)) encumbrance or lien upon any material assets of the Company or, to the best knowledge of the CompanyCompany Parties, 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 Certificate Articles of Incorporation or Bylaws 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. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which by the Company is a party and the consummation by it of the transactions contemplated hereby and thereby will not 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 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, 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 "PersonPERSON"), except for (i) compliance with applicable securities lawsapproval by the stockholders of the Company, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Washington Secretary of Stateand the Nevada Secretary, (iii) the approval filing of a premerger notification report and all other required documents by the Stockholders of the transactions contemplated hereby, as provided under Delaware Law XxxxXxx.xxx and the Certificate of Incorporation and Bylaws of the Company, and the expiration of all applicable waiting periods, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and (iv) any filings with the notification requirements Securities and Exchange Commission (the "SEC") including such reports and information as may be required under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the Securities Act and the rules and regulations promulgated by the SEC under the Exchange Act or the Securities Act and the declaration of the HSR Act, and effectiveness of the S-4 (vas defined in Section 2.27) such consents, approvals, authorizations, declarations, filings and registrations by the failure of which to obtain or effect would not, both individually and in the aggregate, have a Company Material Adverse Effect, SEC; (c) result in a default under (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 its 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 Adverse Effect, ; (d) result in the creation of any Encumbrance liens, mortgages, pledges, deeds of trust, security interests, charges, encumbrances or other adverse claims of interest of any kind (as defined in Section 2.9(d)each, an "ENCUMBRANCE") upon any material assets of the Company or, to or the knowledge of the Company, upon any outstanding shares or other securities of the Company, Outstanding Shares; (e) conflict with or result in a breach of or constitute a default under any provision of the Certificate Company's Articles of Incorporation or Bylaws of the CompanyBylaws, or or (f) invalidate or adversely affect any permit, license or authorization currently material to or status used in the conduct of the business of 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 by the Company is a party and the consummation by it of the transactions contemplated hereby and thereby will not 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 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, 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 lawsapproval by the stockholders of the Company, (ii) the filing of all documents necessary to consummate the Merger with the Delaware Washington Secretary of Stateand the Nevada Secretary, (iii) the approval filing of a premerger notification report and all other required documents by the Stockholders of the transactions contemplated hereby, as provided under Delaware Law XxxxXxx.xxx and the Certificate of Incorporation and Bylaws of the Company, and the expiration of all applicable waiting periods, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (iv) any filings with the notification requirements Securities and Exchange Commission (the "SEC") including such reports and information as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act and the rules and regulations promulgated by the SEC under the Exchange Act or the Securities Act and the declaration of the HSR Act, and effectiveness of the S-4 (vas defined in Section 2.27) such consents, approvals, authorizations, declarations, filings and registrations by the failure of which to obtain or effect would not, both individually and in the aggregate, have a Company Material Adverse Effect, SEC; (c) result in a default under (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 its 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 Adverse Effect, ; (d) result in the creation of any Encumbrance liens, mortgages, pledges, deeds of trust, security interests, charges, encumbrances or other adverse claims of interest of any kind (as defined in Section 2.9(d)each, an "Encumbrance") upon any material assets of the Company or, to or the knowledge of the Company, upon any outstanding shares or other securities of the Company, Outstanding Shares; (e) conflict with or result in a breach of or constitute a default under any provision of the Certificate Company's Articles of Incorporation or Bylaws of the CompanyBylaws, or or (f) invalidate or adversely affect any permit, license or authorization currently material to or status used in the conduct of the business of the Company's business.