Common use of No Breach Clause in Contracts

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, create or alter any material right or obligation under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act or the Securities Act, (b) filings with the Secretary of State of Delaware Department and the DSOS contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions jurisdictions, (d) filings with, or notices to, The NASDAQ Stock Market, and (de) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate articles of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subjectMaterial Contract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would does not reasonably be expected to have constitute a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which do not, in the aggregate, constitute a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, of 1976, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure ScheduleLetter, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would could not reasonably be expected to have a Company Material Adverse Effect and would not interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws by-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would could not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of the Company to consummate the transactions contemplated hereby or materially increase the costs of consummation of the Offer and the Merger. Except as set forth in Section 3.19 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby other than failures which could not result in any material modification or termination of, or a payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed set forth in Section 3.19 2.18 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the a violation or breach of or the loss of any of the terms or conditions of, result in modification of, require any notice, waiver or action benefit under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, amendment, cancellation or acceleration) under any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) assuming that all consents, approvals, authorizations and other actions described in subsection (v) have been obtained and all filings and obligations in subsection (v) have been made or complied with, violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any Governmental Entity applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, except for (A) compliance with any applicable requirements of the Exchange Act, (B) any filings as may be required under the DGCL in connection with the Merger or (C) any filings with the SEC or the NASDAQ Stock Market, (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), and ) through (vi) where (x) any such violations, breaches and breaches, defaults whichor encumbrances, and (y) any failure to obtain such permits, authorizations, consents or approvals, or (z) any failure to make such filings, noticeswould not, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not or materially increase interfere with the costs of consummation ability of the Offer and Company to consummate the Mergertransactions contemplated hereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Schedulenor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents, each as in effect immediately prior to the Closing. Neither the Company nor any of its Subsidiaries are in violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective assets or Properties which could reasonably be expected to have a Company Material Adverse Effect. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms Company’s Subsidiaries, (iii) require any consent or conditions of, approval which has not been obtained on or prior to the date hereof or notice under or result in modification of, require any notice, waiver a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (A) any material instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or properties is respective Properties may be bound or subject(B) any other agreement, instrument or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with filings, notices, consents and approvals as may be required by Delaware Corporation Law, the SEC under Securities Act, the Exchange Act and the 1940 Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance by Parent and Sub of this Agreement by and the Company Parent Documents to which either is a party and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, Parent or Sub; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any modification of the effect of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both both, constitute) a default under, any material instrument, contract or other agreement or instrument to which the Company Parent or any Company Subsidiary of its Subsidiaries is a party or by or to which any the assets or properties of them Parent or any of their assets or properties is its Subsidiaries may be bound or subject, ; (iii) violate any Law applicable to the Company order, judgment, injunction, award or the Company Subsidiaries decree of any Governmental Entity against, or by which binding upon, or any agreement with, or condition imposed by, any Governmental Entity, binding upon Parent or any of its Subsidiaries, or upon the Company’s or the Company Subsidiaries’ securities, assets or properties is bound, business of Parent or any of its Subsidiaries; (iv) violate any Permitstatute, law or regulation of any jurisdiction as such statute, law or regulation relates to Parent or any of its Subsidiaries, or to the securities, assets or business of Parent or any of its Subsidiaries; (v) require result in the creation or imposition of any filing with, notice to, lien or permit, consent other encumbrance or approval of, the acceleration of any Governmental Entity, indebtedness or other obligation of Parent or any of its Subsidiaries; or (vi) result in the creation breach of any lien or other encumbrance on the assets or properties of the Company terms or conditions of, constitute a Company Subsidiarydefault under, excluding from or otherwise cause an impairment of, any Permit of Parent or any of its Subsidiaries; except in the foregoing clauses case of (ii), (iii), (iv), (v), and ) through (vi) for violations, breaches and defaults whichconflicts, and filingsbreaches, noticesdefaults, waiversmodifications, permitsimpairments, consents and approvals the absence of whichliens or other encumbrances that would not, individually or in the aggregate, would not reasonably be expected to have a Company Parent Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary Department of Financial Institutions of the State of Delaware Wisconsin contemplated herein, (c) the filing of a Notification and Report Form under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Articles of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them it or any of their its assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company, or (vii) cause any of the assets owned by the Company to be reassessed or a Company Subsidiaryrevalued by any taxing authority or other Governmental Entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) and (vii) violations, breaches conflicts breaches, modifications and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect Effect. The Company is not and would will not materially increase be required to give any notice to or obtain any consent or waiver from, or give any notice to, any individual or entity in connection with the costs execution and delivery of this Agreement or the consummation of the Offer and transactions contemplated hereby other than any agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the Mergerlast twelve months.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed set forth in Section 3.19 4.05 of the Company Disclosure ScheduleLetter, the execution, delivery and performance of this Agreement or any of the other Company Transaction Documents by Company and, subject to obtaining the Company and Stockholder Approval, the consummation by the Company of the transactions contemplated hereby Contemplated Transactions, do not and will not (ia) conflict with or violate the Company Organizational Documents, (b) assuming all consents, approvals, authorizations and other actions described in Section 4.06 have been obtained and all filings and obligations described in Section 4.06 have been made, conflict with or violate any provision of the certificate of incorporation Law or bylaws of Order to which the Company, its Subsidiaries or any of its or their properties or assets is subject or (iic) violatewith or without the giving of notice or lapse of time or both, conflict with or result in the any breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is result in a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval violation of, give rise to a right of termination, cancellation or acceleration under, give rise to any Governmental Entitypenalties, repayment obligations, special assessments or (vi) additional payments under, result in the creation of any lien or Lien (other encumbrance on the than any Permitted Lien) upon any assets or properties of the Company or a any of its Subsidiaries pursuant to, or require any authorization, consent, waiver, approval, filing, exemption or other action by or notice to any court, other Governmental Body or other Person pursuant to, the provisions of any Company SubsidiaryMaterial Contract; except, excluding from in the foregoing case of each of clauses (ii), (iii), (iv), (v), b) and (vic) of this Section 4.05, for any conflicts, violations, breaches and defaults whichconsents, and filingsapprovals, noticesauthorizations, breaches, defaults, terminations, cancellations, accelerations, penalties, repayment obligations, special assessments or additional payments, Liens, waivers, permitsfilings, consents and approvals the absence of which, in the aggregate, exemptions or other actions which would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Schedulenor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents. Neither the Company nor any of its Subsidiaries are in material violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, the any of its Subsidiaries or any of their respective assets or properties. The execution, delivery delivery, and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms or conditions ofCompany’s Subsidiaries, result (iii) other than the Stockholder approval and any national securities exchange listing approval described in modification ofthis Agreement, require any notice, waiver consent or action under, approval which has not been obtained on or otherwise give any other contracting party prior to the right to terminate, accelerate obligations date hereof or notice under or receive payment under result in a violation or breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any material instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or respective properties is may be bound or subject(B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the The execution, delivery and performance by HEP of this Agreement the Basic Documents and all other agreements and instruments to be executed and delivered by the Company and the consummation by the Company of HEP pursuant thereto or in connection with the transactions contemplated hereby will by the Basic Documents and compliance by HEP with the terms and provisions thereof, and the issuance and sale by HEP of the Purchased Units do not (i) violate any provision of the certificate of incorporation any Law having applicability to HEP or bylaws any of the CompanyHEP Subsidiaries or any of their respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Certificate of Limited Partnership of HEP or the Partnership Agreement, or any organizational documents of any of the terms HEP Subsidiaries, (iii) require any consent, approval or conditions of, notice under or result in modification of, require any notice, waiver a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation or acceleration) under (a) any material instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company HEP or any Company Subsidiary of the HEP Subsidiaries is a party or to by which HEP or any of them the HEP Subsidiaries or any of their assets or properties is respective Properties may be bound or subject(b) any other such agreement, instrument or obligation, or (iiiiv) violate result in or require the creation or imposition of any Law applicable lien, charge or encumbrance upon or with respect to the Company or the Company Subsidiaries or by which any of the Company’s Properties now owned or hereafter acquired by HEP or any of the Company HEP Subsidiaries’ assets ; except where such conflict, violation, default, breach, termination, cancellation, failure to receive consent or properties is bound, (iv) violate any Permit, (v) require any filing with, notice toapproval, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from acceleration with respect to the foregoing clauses (ii)provisions of this Section 3.07 would not, (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company HEP Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 2.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of Company to consummate the transactions contemplated hereby or increase the costs of consummation of the Offer Mergers in an amount that is material in comparison to the Merger Consideration. Except as set forth in Section 2.19 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, any individual or entity in connection with the execution and delivery of this Agreement or the Mergerconsummation of the transactions contemplated hereby other than failures which would not result in any material modification or termination of, or a material payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any material agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by the Company of this Agreement, the Stockholder Agreements and the consummation by the Company of the transactions contemplated hereby and thereby and compliance with the terms hereof do not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the certificate of incorporation or bylaws of the CompanyCompany or the comparable organizational documents of any Company Subsidiary, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification ofof or the cancellation or loss of a benefit under, require any notice, waiver consent or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or additional rights under, or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subjectContract, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, bound or (iv) violate except for (a) compliance with any Permitapplicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities laws, (vb) filings pursuant to the DGCL as contemplated herein, (c) the filing of a pre-merger notification report under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (d) filings and approvals required by the Nasdaq rules and regulations, require any registration or filing with, notice to, or permitPermit, order, authorization, consent or approval of, any Governmental Entity, or (vi) result excluding in the creation case of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses clause (ii), (iii)violations, (iv)conflicts, (v)breaches, accelerations, rights or entitlements, and (vi) violationsdefaults which would not, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not or prevent or materially increase delay the costs of Offer or the Merger or the consummation of the Offer and the Mergerother transactions contemplated by this Agreement.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Scheduleset forth on Schedule 3.5, the execution, delivery and performance of this Agreement by and the Company other Transaction Documents and the consummation by the Company of the transactions contemplated hereby and thereby by the Company do not and will not (ia) violate any provision of 13 or conflict with the certificate of incorporation Charter or bylaws Governing Documents of the Company, ; (iib) violate, conflict with or result in the breach of any assuming receipt of the terms Required Statutory Approvals, violate or conditions ofconflict with, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default undermaterial respect, any material instrument, contract or other agreement Law to which the Company or the Shares or Interests or any Assets are subject; (c) with or without giving notice or the lapse of time or both, breach or conflict with in any material respect, constitute or create a default in any material respect under, or give rise to any right of termination of, or cancellation of, modification or acceleration of any right or obligation under, or result in a loss of a material benefit under or the creation or effectiveness of a new material obligation under, any of the terms, conditions or provisions of any Material Contract, Lease, Benefit Plan, IP License required to be listed on Schedule 3.11(a), Insurance Policy required to be listed on Schedule 3.18, Government Contract listed or required to be listed on Schedule 3.27(a), Teaming Agreement, or Material Permit, in each case to which the Company Subsidiary is a party or to by which any of them or any of their assets or properties the Company is bound as of the Execution Date; (d) result in the imposition of a Lien on the Company, the Shares or subjectInterests, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any Assets of the Company’s or the Company Subsidiaries’ assets or properties is bound, except for Permitted Liens; or, (ive) violate any Permitexcept for the Required Statutory Approvals and assuming the accuracy of the Purchaser’s representations in Section 4.7, (v) require any filing with, notice to, or permitPermit, consent or approval of, or the giving of any notice to, any Governmental Entity, Authority by the Company (other than any notices under a Government Contract entered into during the Interim Period requiring notice to a customer that is a Governmental Authority). No “fair price,” “interested shareholder,” “business combination” or (vi) result in the creation similar provision of any lien state takeover Law of Delaware is applicable to the transactions contemplated by this Agreement or the other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerTransaction Documents.

No Breach. Except for (a) filings with Assuming the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification truth and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 accuracy of the Company Disclosure Schedulerepresentations and warranties of Purchaser and Merger Sub in Article 5, the execution, delivery and performance by the XX Xxxxxxx Seller of this Agreement by and the Company other agreements contemplated hereby to which the XX Xxxxxxx Seller is a party and the consummation by the Company of each of the transactions contemplated hereby or thereby will not (i) violate any provision of the certificate of incorporation or bylaws organizational documents of the CompanyXX Xxxxxxx Seller, (ii) violate, conflict with violate any Law or result in the breach other restriction of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement Governmental Authority to which the Company or any Company Subsidiary XX Xxxxxxx Seller is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries subject or by which any of the Company’s its properties or the Company Subsidiaries’ assets or properties is are bound, (iviii) violate any Permitviolate, (v) conflict with, result in a breach of, constitute a default under, require any filing with, notice toconsent or other action by any Person under or result in the acceleration of, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation or imposition of any lien Lien (other than Permitted Liens) under, any material Contract or other encumbrance on Permit to which the XX Xxxxxxx Seller is a party or by which its assets or properties are bound, except, in the case of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), ) and (iii), where the violation, conflict, breach, default or acceleration would not, individually or in the aggregate, have a material adverse effect on the XX Xxxxxxx Seller’s ability to consummate the transactions contemplated hereby, or (iv) require any authorization, consent, approval, exemption, filing, registration or notice to any Governmental Authority under the provisions of any Law (except for the filing and recordation of the Certificate of Merger as required by the DLLCA and any such actions required by the HSR Act or any other antitrust Law), except, in the case of clause (iv), (v)where failure to give such notice, and (vi) violationsto file, breaches and defaults whichor to obtain any such authorization, and filingsconsent, noticesapproval, waiversexemption, permitsfiling or registration would not, consents and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase material adverse effect on the costs of consummation of XX Xxxxxxx Seller’s ability to consummate the Offer and the Mergertransactions contemplated hereby.

No Breach. Except for (a) filings with the SEC under the Exchange ActSEC, (b) filings with the Secretary of State of Delaware contemplated herein, herein and (c) the filing of a Notification and Report Form under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act, as amended (the “"HSR Act”") and any similar xxx xxx xxxxxxr filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedulejurisdictions, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Company Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of whichwhich would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, would not reasonably be expected to have a materially interfere with the ability of Company Material Adverse Effect and to consummate the transactions contemplated hereby or would not materially increase the costs of consummation of the Offer Merger. Neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, any individual or entity in connection with the execution and delivery of this Agreement or the Mergerconsummation of the transactions contemplated hereby other than failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in set forth on Section 3.19 4.3 of the Company Disclosure Schedule, the The execution, delivery and performance by the Company of this Agreement by and the Company Documents and the consummation by the Company of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, ; (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any modification of the effect of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both both, constitute) a default under, any material instrument, contract or other agreement or instrument to which the Company or any Company Subsidiary is a party or by or to which any of them or any of their the assets or properties is of the Company may be bound or subject, ; (iii) violate any Law applicable to order, judgment, injunction, award or decree of any Governmental Entity against, or binding upon, or any agreement with, or condition imposed by, any Governmental Entity, binding upon the Company Company, or upon the Company Subsidiaries securities, assets or by which any business of the Company’s or the Company Subsidiaries’ assets or properties is bound, ; (iv) violate any Permitstatute, law or regulation of any jurisdiction as such statute, law or regulation relates to the Company, or to the securities, assets or business of the Company; (v) require result in the creation or imposition of any filing with, notice to, lien or permit, consent other encumbrance or approval of, the acceleration of any Governmental Entity, indebtedness or other obligation of the Company or its Subsidiaries; or (vi) result in the creation breach of any lien of the terms or other encumbrance on the assets conditions of, constitute a default under, or properties otherwise cause a violation of, any Permit of the Company or a Company Subsidiary, excluding from its Subsidiaries; except in the foregoing clauses case of (ii), (iii), (iv), (v), and ) through (vi) above, for violations, breaches and defaults whichconflicts, and filingsbreaches, noticesdefaults, waiversmodifications, permitsimpairments, consents and approvals the absence of whichliens or other encumbrances that would not, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, properties, assets, condition (financial or otherwise), liabilities, operations or prospects of the Company or its Subsidiaries, or adversely affect the consummation of the transactions contemplated hereby (a "Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect").

No Breach. Except for All contracts, licenses and agreements pursuant to which --------- (ai) filings with the SEC under the Exchange Act, any third party is entitled to use or otherwise practice Company Intellectual Property or (bii) filings with the Secretary Company or any of State of Delaware contemplated herein, (c) the filing its subsidiaries uses or otherwise practices Intellectual Property of a Notification third party (other than Off-the-Shelf Products) used in the business of Company or any of its subsidiaries in the conduct of its business as currently conducted, are in full force and Report Form under effect, except for immaterial breaches of Company end-user licenses that do not, in any event, permit the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the third party to terminate such licenses. The consummation by the Company of the transactions contemplated hereby by this Agreement will not (i) neither violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or nor result in the breach breach, modification, cancellation, termination or suspension of such contracts, licenses and agreements. Each of Company and its subsidiaries is in compliance with, and has not breached any term of any such contracts, licenses and agreements and, to the knowledge of the terms or conditions Company, all other parties to such contracts, licenses and agreements are in compliance with, and have not materially breached any term of, result in modification any of such contracts, licenses and agreements. Following the Closing Date, the Surviving Corporation will be permitted to exercise all of Company's rights and the rights of all of its subsidiaries under such contracts, licenses and agreements to the same extent Company and its subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred with such exceptions as do not materially detract from the value to Company of, require or interfere with Company's use of, such Intellectual Property and without the payment of any noticeadditional amounts or consideration other than ongoing fees, waiver royalties or action underpayments which Company or any of its subsidiaries would otherwise be required to pay. Neither this Agreement nor the transactions contemplated by this Agreement, including the assignment to Parent or Merger Sub by operation of law or otherwise give of any other contracting party the right to terminate, accelerate obligations under contracts or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement agreements to which the Company or any Company Subsidiary of its subsidiaries is a party, will result in (i) either Parent's or the Merger Sub's granting to any third party any right to or with respect to which any Intellectual Property right owned by, or licensed to, either of them (except to the extent that Parent or Merger Sub choose to grant such rights after the Effective Time), (ii) either the Parent's or the Merger Sub's being bound by, or subject to, any non-compete or other restriction on the operation or scope of their assets respective businesses, or properties is bound or subject, (iii) violate either the Parent's or the Merger Sub's being obligated to pay any Law applicable royalties or other material amounts to any third party with respect to any Intellectual Property at rates in excess of those payable by Company with respect to such Intellectual Property prior to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerClosing.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 2.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially interfere with the ability of Company to consummate the transactions contemplated hereby or increase the costs of consummation of the Offer Mergers in an amount that is material in comparison to the Merger Consideration. Except as set forth in Section 2.19 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, any individual or entity in connection with the execution and delivery of this Agreement or the Mergerconsummation of the transactions contemplated hereby other than failures which would not result in any material modification or termination of, or a material payment or default under, such agreement. The failure to obtain a consent or waiver with respect to any of the Select Agreements or any material agreement referenced in, or listed as an exhibit to, any Company SEC Report filed in the last twelve months shall be deemed to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange ActSEC, (b) filings with the Secretary of State of Delaware contemplated herein, herein and (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedulejurisdictions, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Company Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of whichwhich would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, would not reasonably be expected to have a materially interfere with the ability of Company Material Adverse Effect and to consummate the transactions contemplated hereby or would not materially increase the costs of consummation of the Offer Merger. Neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from, any individual or entity in connection with the execution and delivery of this Agreement or the Mergerconsummation of the transactions contemplated hereby other than failures that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Schedulenor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents. Neither the Company nor any of its Subsidiaries are in material violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, the any of its Subsidiaries or any of their respective assets or properties. The execution, delivery delivery, and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms or conditions ofCompany’s Subsidiaries, result (iii) other than the Stockholder approval and any national securities exchange listing approval described in modification ofthe Transaction Documents, require any notice, waiver consent or action under, approval which has not been obtained on or otherwise give any other contracting party prior to the right to terminate, accelerate obligations date hereof or notice under or receive payment under result in a violation or breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any material instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or respective properties is may be bound or subject(B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings filing the Certificate of Merger with the Secretary of State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 SECTION 2.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would could not reasonably be expected to have a Company Material Adverse Effect and would will not materially increase interfere with the costs ability of Company to consummate the transactions contemplated hereby. Except as set forth in SECTION 2.19 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the Offer and transactions contemplated hereby other than consents or waivers which, individually or in the Mergeraggregate, could not reasonably be expected to have a Company Material Adverse Effect.

No Breach. Except for (a) filings The Company or the applicable Subsidiary has performed all of the material obligations required to be performed by it under each Company Material Contract. Each of the Company Material Contracts is in full force and effect and enforceable in accordance with their terms. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company or any of its Subsidiaries, or to the knowledge of the Company, with respect to any other contracting party, which, with the SEC giving of notice, the lapse of time or the happening of any other event or conditions, would reasonably be expected to (i) become a default or event of default under the Exchange Actany Company Material Contract, or (bii) filings with the Secretary of State of Delaware contemplated herein, give any third party (cA) the filing right to declare a default or exercise any remedy under any Company Material Contract, or (B) the right to cancel, terminate or modify any Company Material Contract. Neither the Company nor any of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Actits Subsidiaries has received any written notice regarding (x) any breach of or default under, or (y) any intention to cancel or modify, any Company Material Contract. Except as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed set forth in Section 3.19 3.17(c) of the Company Disclosure ScheduleLetter, the execution, delivery and performance of this Agreement by the Company and as to those Contracts listed in Section 3.17(a)(xiii): (a) the consummation by the Company of the transactions contemplated hereby by this Agreement will not neither violate nor result in the breach, modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, any such Contract; and (ib) violate any provision of following the certificate of incorporation or bylaws Closing Date, the Surviving Corporation will be permitted to exercise all of the Company, (ii) violate, conflict with or result in ’s and its Subsidiaries’ rights under such Contracts to the breach same extent the Company and its Subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any of the terms additional amounts or conditions ofconsideration other than ongoing fees, result in modification of, require any notice, waiver royalties or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to payments which the Company or any Company Subsidiary is a party or of its Subsidiaries would otherwise be required to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Mergerpay.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 SECTION 2.20 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company, any Company Subsidiary or any Company Subsidiary Joint Venture is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would could not reasonably be expected to have a Company Material Adverse Effect and would not or materially increase interfere with the costs ability of consummation of Company to consummate the Offer and the Mergertransactions contemplated hereby.

No Breach. Except for Assuming the due authorization and execution of all the parties (a) filings with other than the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements ActCompany or its Subsidiaries, as amended (the “HSR Act”applicable) thereto, all Company Material Contracts are valid, binding and any similar filings in foreign jurisdictions full force and (d) matters listed effect except as set forth in Section 3.19 2.18(c) of the Company Disclosure ScheduleLetter, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not except (i) violate any provision as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the rights of the certificate of incorporation creditors generally and general equitable principles (whether considered in a proceeding in equity or bylaws of the Companyat law), and (ii) violateas the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought. Neither the Company nor any of its Subsidiaries is in violation of any provision of, conflict or has committed or failed to perform any act which, with or result in the breach of any of the terms or conditions of, result in modification of, require any without notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) would constitute a breach or default under, any material instrument, contract or other agreement to which under the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval provisions of, any Governmental EntityCompany Material Contract, or (vi) result except in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) each case for those violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to have be material to the Company and its Subsidiaries taken as a whole. To the Knowledge of the Company, no Person other than the Company or any of its Subsidiaries, which is party to any Company Material Adverse Effect and Contract, is in violation of any material provision of, or has committed or failed to perform any act which, with or without notice, lapse of time or both, would not materially increase constitute a material breach or default under the costs provisions of consummation any Company Material Contract. Except as set forth in Section 2.18(c)(i) of the Offer and Company Disclosure Letter, no Company Material Contract requires the obtaining of any consent, approval, novation or waiver of any third party in connection with the Merger. Except as set forth in Section 2.18(c)(ii) of the Company Disclosure Letter, as of the date hereof, there are no new customer Contracts which are being actively negotiated and which would be required to be listed on Section 2.18(b) of the Company Disclosure Letter.

No Breach. Except for (a) filings the filing of a proxy statement with the SEC under the Exchange Act, and (b) filings the filing of the Certificate of Merger with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure ScheduleDelaware, the execution, delivery and performance of this Agreement by the Company Seller and the consummation by the Company Seller of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, Seller; (ii) except as set forth on the Seller Disclosure Schedule, violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which Seller, any of the Company Seller Subsidiaries or any Company Subsidiary Seller Joint Venture is a party or to which any of them or any of their assets or properties is bound or subject, ; (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company Seller or the Company Seller Subsidiaries or by which any of the Company’s Seller's or the Company Seller Subsidiaries’ ' assets or properties is bound, ; (iv) violate any Permit, ; (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company Seller, a Seller Subsidiary or a Company SubsidiarySeller Joint Venture, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would could not reasonably be expected to have a Company material adverse effect on the ability of Seller to consummate the transactions contemplated hereby or a Seller Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange --------- Act, (b) filings the filing of the Certificate of Merger with the Secretary of State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxx- Xxxxxx Antitrust Improvements Act, as amended (the “"HSR Act”") or any foreign ------- Antitrust Law (as defined in Section 6.09(d)), (d) compliance with any applicable requirements of the Securities Act, the Exchange Act and any similar filings in other applicable securities or takeover laws, whether state or foreign jurisdictions and (de) matters listed in Section 3.19 4.17 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, governmental or regulatory body or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches breaches, defaults and defaults encumbrances which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase or interfere in any material respect with the costs of consummation ability of the Offer and Company to consummate the Mergertransactions contemplated hereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated hereinDelaware, (c) the any filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 2.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company, any Company Subsidiary or any Company Subsidiary Joint Venture is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger.the

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings filing the Certificate of Merger with the Secretary of State of Delaware contemplated herein, and (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 SECTION 2.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ 's assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryCompany, excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would will not reasonably be expected to have a Company Material Adverse Effect or materially interfere with the ability of the Company to consummate the transactions contemplated hereby. Except as set forth in SECTION 2.19 of the Company Disclosure Schedule, the Company is not and would will not materially increase be required to give any notice to or obtain any consent or waiver from any individual or entity in connection with the costs execution and delivery of this Agreement or the consummation of the Offer and the Mergertransactions contemplated hereby in order to avoid a modification or termination of, or a payment or default under a contract or agreement that is described in Section 2.11 or any other material contract or agreement with a third party.

No Breach. Except for (a) filings with Neither the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification execution and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Subscription Agreement by the Company and Company, nor the consummation by the Company of the transactions contemplated hereby hereby, will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the a breach of any of the terms or conditions ofprovisions of the Company’s Certificate of Incorporation or By-Laws, result in modification of, require (ii) violate any notice, waiver statute or action underadministrative regulation, or otherwise give any other contracting order, writ, injunction, judgment or decree of any court or governmental authority or any arbitration award to which the Company is a party or by which the right to terminateCompany or any of its properties or assets are bound, accelerate obligations under or receive payment under or (iii) violate, conflict with, breach, constitute a default (or an event which, with notice or lapse of time or both constitutewould constitute a default) a default under, any material instrument, contract or other agreement to which result in the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice totermination of, or permit, consent or approval of, any Governmental Entityaccelerate the performance required by, or (vi) result in the creation of any lien or other encumbrance on upon any of the properties or assets or properties of the Company under, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a Company Subsidiary, excluding from party or to which it or any of its properties or assets are subject except in the foregoing case of clauses (ii), ) or (iii), (iv), (v), and (vi) for violations, breaches conflicts, breaches, defaults, terminations, accelerations or creations of liens or other encumbrances that do not and defaults whichwill not, and filings, notices, waivers, permits, consents and approvals the absence of which, individually or in the aggregate, would not reasonably be expected to (x) have a Company Material Adverse Effect on the Company or (y) materially impair the ability of the Company to perform its obligations under this Subscription Agreement and the Notes. Notwithstanding the foregoing, the Subscriber acknowledges and understands that, unless and until there is an increase in the authorized share capital of the Company, the number of shares of Common Stock into which the all outstanding options, warrants and convertible securities would not materially increase the costs of be convertible upon consummation of the Offer transactions contemplated by the Offering and the MergerTerm Sheet would substantially exceed the total number of currently authorized shares of the Company. Accordingly, pending an increase in authorized share capital, there may not be sufficient authorized shares available for issuance upon receipt by the Company of a request for conversion of the Notes. Subscriber agrees and acknowledges that the right to convert shall be subject to the availability of a sufficient number of authorized and unissued shares of Commons Stock of the Company to accommodate the conversion as measured at the time a request for conversion is made.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the execution, delivery The execution and performance of this Agreement by Agreement, and the consummation of the transactions contemplated herein, do not (i) violate, conflict with, or constitute a breach of (with or without notice or lapse of time, or both) any contract or other agreement or instrument to which any of the Founding Shareholders, the Company and the consummation Company’s Subsidiaries are party or by the Company which any of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, their respective Assets are bound to; (ii) violateexcept as provided in Exhibit 9.1(j)(ii), conflict with or result in require the breach consent of any of the terms or conditions of, result in modification of, require Person and/or Governmental Authority and/or party to any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or contracts to which any of them the Founding Shareholders, the Company, and the Company’s Subsidiaries are a party or by which any of their assets or properties is respective Assets are bound or subject, to; (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Founding Shareholders, the Company, and the Company’s or the Company Subsidiaries’ assets or properties is bound, Subsidiaries are subject to; (iv) violate any Permitundertaking, negative covenant, or other contractual obligation binding on any of the Founding Shareholders, the Company, and the Company’s Subsidiaries; (v) require give rise to any filing withright of rescission, notice totermination, cancellation, or permitearly maturity of any obligation, consent or approval of, to the Loss of any Governmental Entitymaterial benefit, or to the increase (in the principal amount or in accessory obligations), extension, or early maturity of any debts, guarantees, or rights held by any Person; (vi) result in the creation of any lien hypothecs, Liens, securities or other encumbrance equity interests, charges, servitudes, leases, subleases, covenants, rights of way, options, Claims, restrictions or charges of any kind; (vii) result in the creation or imposition of any Lien or restriction on or against the assets Company’s issued shares or properties the Assets of any of the Founding Shareholders, the Company, and the Company’s Subsidiaries; (viii) cause any breach, accelerated payment or maturity, or modification of any contract related to any of the Founding Shareholders, the Company, or the Company’s Subsidiaries; and/or (ix) violate or contradict any incorporating instrument or corporate document of any of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the Merger.Company’s Subsidiaries;

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of the State of Delaware contemplated herein, herein and (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 3.20 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate of incorporation or bylaws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constituteboth) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them the Company or any of their its assets or properties is bound or subject, (iii) subject to obtaining the Company Stockholder Approval (to the extent required by applicable Law to consummate the Merger), violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company SubsidiaryCompany, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches conflicts, modifications, breaches, terminations, accelerations and defaults which, and filings, notices, waiversactions, permits, consents and approvals the absence of which, in the aggregate, which would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase interfere with the costs of consummation ability of the Offer and Company to consummate the Mergertransactions contemplated hereby.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings filing the Certificate of Merger with the Secretary of State of Delaware contemplated hereinDelaware, (c) the filing of a Notification and Report Form under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act, as amended (the “"HSR Act”") and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 SECTION 2.19 of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-Laws of the Company, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification of, require any notice, waiver or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subject, (iii) violate any Law law, ordinance or regulation or any order, judgment, injunction, decree or other requirement of any court, arbitrator or governmental or regulatory body applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entitygovernmental or regulatory body, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, or (vii) cause any of the assets owned by the Company or any Company Subsidiary to be reassessed or revalued by any taxing authority or other governmental entity, excluding from the foregoing clauses (ii), (iii), (iv), (v), (vi) and (vivii) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would could not reasonably be expected to have a Company Material Adverse Effect and would will not materially increase interfere with the costs ability of Company to consummate the transactions contemplated hereby. Except as set forth in SECTION 2.19 of the Company Disclosure Schedule, neither Company nor any Company Subsidiary is or will be required to give any notice to or obtain any consent or waiver from any individual or entity in connection with the execution and delivery of this Agreement or the consummation of the Offer and transactions contemplated hereby other than consents or waivers which, individually or in the Mergeraggregate, could not reasonably be expected to have a Company Material Adverse Effect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of Neither the Company Disclosure Schedulenor any of its Subsidiaries is in violation or default of any provision of its respective Organizational Documents, each as in effect immediately prior to the Closing. Neither the Company nor any of its Subsidiaries are in violation or default of any provision of any Law of any Governmental Authority having jurisdiction over the Company, any of its Subsidiaries or any of their respective assets or Properties which could reasonably be expected to have a Company Material Adverse Effect. The execution, delivery delivery, and performance of this Agreement by the Company and the consummation by the Company of each Transaction Document to which it is a party and all other agreements and instruments in connection with the transactions contemplated hereby by the Transaction Documents, and compliance by the Company with the terms and provisions hereof and thereof, do not and will not (i) violate any provision of any Law, governmental permit, determination, or award applicable to the certificate Company or any of incorporation its Subsidiaries or bylaws any of the Companytheir respective Properties, (ii) violate, conflict with or result in a violation of any provision of the breach Organizational Documents of the Company or any of the terms Company’s Subsidiaries, (iii) require any consent or conditions of, approval which has not been obtained on or prior to the date hereof or notice under or result in modification of, require any notice, waiver a violation or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment under breach of or constitute (with or with without due notice or lapse of time or both constituteboth) a default under(or give rise to any right of termination, cancellation, or acceleration) under (A) any material instrumentnote, contract bond, mortgage, license, or other loan or credit agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party or to by which the Company or any of them its Subsidiaries or any of their assets or properties is respective Properties may be bound or subject(B) any other agreement, instrument, or obligation, or (iv) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by the Company or any of its Subsidiaries, except in the cases of clauses (i) and (iii) violate any Law applicable where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the Company foregoing provisions of this Section 3.6 could not, individually or the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any Permit, (v) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity, or (vi) result in the creation of any lien or other encumbrance on the assets or properties of the Company or a Company Subsidiary, excluding from the foregoing clauses (ii), (iii), (iv), (v), and (vi) violations, breaches and defaults which, and filings, notices, waivers, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would not materially increase the costs of consummation of the Offer and the MergerEffect.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by the Company do not and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement will not (i) violate any provision of the certificate of incorporation or bylaws by-laws of the CompanyCompany or the comparable organizational documents of a Material Company Subsidiary, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification ofof or the cancellation or loss of a benefit under, require any notice, waiver notice or action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment or additional rights under or constitute (or with notice or lapse of time time, or both both, constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subjectContract (excluding Permits), (iii) violate any Law applicable to the Company or the Company Subsidiaries or by which any of the Company’s 's or the Company Subsidiaries’ ' assets or properties is bound, (iv) violate any Permit, (v) except for (a) filings with the SEC under the Exchange Act, (b) filings pursuant to the DGCL as contemplated herein, (c) the filing of a pre-merger notification report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxx xny merger control, competition or fair trade Law filings in foreign jurisdictions if and to the extent required, (d) filings required with, and approvals required by, the Nasdaq rules and regulations, and (e) the notifications and consents listed on Section 3.17 of the Company Disclosure Schedule, require any registration or filing with, notice to, or permitPermit, order, authorization, consent or approval of, any Governmental EntityEntity or any third party pursuant to a Material Contract or any material Lease, or (vi) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company SubsidiarySubsidiary (other than Permitted Liens), excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches conflicts, breaches, accelerations, rights or entitlements, defaults and defaults Liens which, and filings, registrations, notices, waiversPermits, permitsorders, authorizations, consents and approvals the absence of whichwhich would not have, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would Effect. Notwithstanding the foregoing, for all purposes of the Agreement, the Company does not materially increase make any representation or warranty (pursuant to this Section 3.17 or elsewhere in this Agreement) regarding the costs effect of the applicable antitrust, merger control, competition or fair trade Laws on its ability to execute, deliver, or perform its obligations under the Agreement or to consummate the Merger as a result of the enactment, promulgation, application, or threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Offer and the Merger.

No Breach. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Secretary of State of Delaware contemplated herein, (c) the filing of a Notification and Report Form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act, as amended (the “HSR Act”) and any similar filings in foreign jurisdictions and (d) matters listed in Section 3.19 of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by the Company do not and the consummation by the Company of the Merger and the other transactions contemplated hereby by this Agreement will not (i) violate any provision of the certificate of incorporation charter or bylaws of the CompanyCompany or the comparable organizational documents of a Company Subsidiary, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in modification ofof or the cancellation or loss of a benefit under, require any noticeconsent, waiver notice or other action under, or otherwise give any other contracting party the right to terminate, accelerate obligations under or receive payment or additional rights under or constitute (or with notice or lapse of time time, or both both, constitute) a default under, any material instrument, contract or other agreement to which the Company or any Company Subsidiary is a party or to which any of them or any of their assets or properties is bound or subjectMaterial Contract (excluding Permits), (iii) assuming expiration of the applicable waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), violate any Law applicable to the Company or any of the Company Subsidiaries or by which any of the Company’s or the Company Subsidiaries’ assets or properties is bound, (iv) violate any material Permit, (v) except for (a) filings with the SEC under the Exchange Act, (b) filings pursuant to the TBCA as contemplated herein, (c) the filing of a pre-merger notification report under the HSR Act, and any merger control, competition or fair trade Law filings in foreign jurisdictions if and to the extent required, (d) filings required with, and approvals required by, the NYSE and the CHX rules and regulations, and (e) the notifications and consents listed on Section 3.17(a) of the Company Disclosure Schedule, require any registration or filing with, notice to, or permitPermit, order, authorization, consent or approval of, any Governmental EntityEntity or any third party pursuant to a Material Contract, or (vi) result in the creation of any lien or other encumbrance Lien on the assets or properties of the Company or a Company SubsidiarySubsidiary (other than Permitted Liens), excluding from the foregoing clauses (ii), (iii), (iv), (v), ) and (vi) violations, breaches conflicts, breaches, accelerations, rights or entitlements, defaults and defaults Liens which, and filings, registrations, notices, waiversPermits, permitsorders, authorizations, consents and approvals the absence of whichwhich has not had, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and would Effect. Notwithstanding the foregoing, for all purposes of the Agreement, the Company does not materially increase make any representation or warranty (pursuant to this Section 3.17 or elsewhere in this Agreement) regarding the costs effect of the applicable antitrust, merger control, competition or fair trade Laws on its ability to execute, deliver, or perform its obligations under this Agreement or to consummate the Merger as a result of the enactment, promulgation, application, or threatened or actual judicial or administrative investigation or litigation under, or enforcement of, any antitrust, merger control, competition or fair trade Law with respect to the consummation of the Offer and the Merger.