Common use of No Conflict; Consents and Approvals Clause in Contracts

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement by each of the Company VMware and SpinCo Merger Sub does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and thereby and compliance by the Company each of VMware and SpinCo Merger Sub with the provisions hereof and thereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company VMware or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (of VMware or similar organizational documents) of any Subsidiary of the Company; Merger Sub, (ii) any material Contract to which VMware or any of its Subsidiaries is a party by which VMware, any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowsection 5.3(b), any Law or any rule or regulation of the New York Stock Exchange applicable to the Company VMware or any of its Subsidiaries or by which the Company or VMware, any of its Subsidiaries or any of their respective properties or assets may be bound, or any rule or regulation except in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) any material Contract to which the Company or any of its Subsidiaries is ), as would not have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundVMware Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company VMware or any of its Subsidiaries in connection with Table of Contents the execution, delivery and performance of this Agreement, the Voting Agreement and the Support Agreement by the Company VMware and Merger Sub or the consummation by the Company or SpinCo VMware and Merger Sub of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or thereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (Act, the “Securities Act”) or the Securities Exchange Act (including the Information Statement (as defined in the Support Agreement) in respect of 1934 (the “Exchange Act”VMware Stockholder Approval and the Schedule 13E-3) and any other applicable U.S. or Canadian federal, state or provincial federal securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iiiii) the filing of a certificate the Certificate of merger Merger with the Delaware Secretary of State of the State of Delaware as required by the DGCL, (iviii) any filings required under the filing rules and regulations of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto New York Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (viv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and made would not reasonably be expected to have a Company VMware Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of the Company Parent and SpinCo does not, Merger Sub and the consummation by each of Parent and Merger Sub of the MergerAcquiror Transactions, do not and will not (i) conflict with or violate the Spin-Off Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and the other transactions authorizations contemplated hereby by clauses (i) through (vi) of subsection (b) below have been obtained and compliance by the Company and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable to Parent or Merger Sub or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation or imposition of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of: (i) the Company Charter material contract to which Parent or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries Merger Sub is a party or by which the Company Parent or any of its Subsidiaries Merger Sub or any of their respective properties may be are bound, or (iv) conflict with any rule or regulation Debt Financing Condition, except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) ), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundhave an Acquiror Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by the Company or each of Parent and Merger Sub, and the consummation by the Company or SpinCo Parent and Merger Sub of the MergerAcquiror Transactions, the Spin-Off does not and the other transactions contemplated hereby will not require Parent or compliance Merger Sub to obtain any consent, approval, authorization or permit of, action by, or to make any filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities, takeover and “Mexican Antitrust blue sky” Laws”), (ii) the filings required under the HSR Act, (iii) such filings and reports other action as may be are necessary to obtain all required pursuant Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Nasdaq Stock Exchange or the Toronto Stock ExchangeMarket, (iiiv) the filing of a certificate of merger with the Delaware Secretary of State of the State Certificate of Delaware Merger as required by the DGCL, and (ivvi) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written any such consent, such other exchange as reasonably determined by the Companyapproval, and (v) such other consentsauthorization, approvalspermit, ordersaction, authorizations, registrations, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an Acquiror Material Adverse Effect. (c) To the Knowledge of Parent, there is no dispute or conflict arising from its status as an Acquiror that would reasonably be expected to have an Acquiror Material Adverse Effect. No filing Neither Parent nor Merger Sub has entered into any agreement with Gamma that would reasonably be expected to have an Acquiror Material Adverse Effect or other action that is required inconsistent with the purposes and intent of the Company or any of its Subsidiaries under parties to consummate the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionTransactions.

No Conflict; Consents and Approvals. Subject to the filing by Seller of reports under the Exchange Act and as contemplated by the rules of Nasdaq and to the requirements of the HSR Act and any filings or applications required under the Laws of any non-U.S. jurisdiction, including the European Union or any nation thereof, (a) The executionthe execution and delivery by Seller or, delivery and performance if applicable in the case of the Ancillary Agreements, any of its Subsidiaries, of this Agreement and the Ancillary Agreements to which it is or will be a party, (b) the consummation by each Seller or any such Subsidiary of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby or thereby and (c) the compliance by the Company and SpinCo Seller or any such Subsidiary with any of the provisions hereof or thereof, do not and will not, : (i) conflict with, or result in any violation or the breach of, any provision of the certificate of incorporation or default by-laws or other organizational documents of Seller or any such Subsidiary; (with ii) require Seller or without notice any such Subsidiary to make any filing with, or obtain any Consent; (iii) conflict with, violate or result in the breach by Seller or any such Subsidiary of any applicable Law; (iv) after the giving of notice, or the lapse of timetime or otherwise, conflict with, violate, result in the breach or both) termination of or constitute a default under, or give rise any party the right to a right ofterminate, amend, modify, abandon, cancel or result in, termination, cancellation, modification or acceleration of any obligation or refuse to the loss of a benefit perform under, or accelerate or modify the time within which or the terms under which any duties or obligations are to be performed by the Seller or any rights or benefits are to be received by any Person under, any Assumed Contract or Shared Contract (except Nonassignable Assets); or (v) result in the creation of any Lien in (other than any Permitted Lien or any Lien created by or through Purchaser) upon any of the properties or rights Assets; except, in the case of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; clauses (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT), the Toronto Stock Exchange or, with Parent’s prior written consent, for such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, matters that individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing Effect or other action is required of the Company a material adverse effect upon Seller’s or any of such Subsidiary’s ability to carry out its Subsidiaries under respective obligations under, and to consummate the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the executiontransactions contemplated by, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionAncillary Agreements.

No Conflict; Consents and Approvals. Subject to the requirements of the HSR Act, none of (a) The executionthe execution and delivery by Purchaser or, delivery and performance if applicable in the case of the Ancillary Agreements, any of its Subsidiaries, of this Agreement and the Ancillary Agreements to which it is or will be a party, (b) the consummation by each Purchaser or any such Subsidiary of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and or thereby or (c) the compliance by the Company and SpinCo Purchaser or any such Subsidiary with any of the provisions hereof will notor thereof, as the case may be, will: (i) conflict with, or result in any violation or the breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or of the certificate of incorporation or bylaws (by-laws or similar other organizational documents) documents of Purchaser or any Subsidiary of the Companysuch Subsidiary; (ii) subject require Purchaser or any such Subsidiary to the governmental filings and other matters referred to in paragraph (b) belowmake any filing with, or obtain any Consent from, any Law applicable to Governmental Authority; (iii) conflict with, violate or result in the Company breach by Purchaser or any such Subsidiary of its Subsidiaries any applicable Law; or (iv) conflict with, violate, result in the breach or termination of or constitute a default under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument to which Purchaser or any such Subsidiary is a party or signatory or by which the Company or any of its Subsidiaries or any of their respective properties may be is bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may matters that would not reasonably be required pursuant expected to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or madehave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company material adverse effect upon Purchaser’s and its Subsidiaries’ ability to carry out their respective obligations under, and to consummate, or to impede or delay in any material respect the gross revenues from sales in or from Canada generated from consummation of, the assets in Canada of transactions contemplated by, this Agreement and the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionAncillary Agreements.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, or the certificate articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; , (ii) subject to the governmental filings and any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other matters referred to in paragraph contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (beach, including all amendments thereto, a “Contract”) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission, body or any court or other governmental authority or instrumentality (each, a “Governmental Entity Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off Merger and the other transactions contemplated hereby (including the Bank Merger) or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be are required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial federal securities, takeover or and “blue sky” laws or Laws, including the rules filing with the Securities and Exchange Commission (the “SEC”) of the New York Stock Exchange or Proxy Statement in definitive form, (ii) the Toronto Stock Exchange, filing of the Articles of Merger with the Maryland SDAT as required by the MGCL and (iii) the filing of a certificate applications and notices with, and receipt of merger with consents, authorizations, approvals, exemptions or nonobjections from, the Secretary Board of State Governors of the State Federal Reserve System (the “Federal Reserve”), the FDIC, the Office of Delaware as required by the DGCL, Comptroller of the Currency (the “OCC”) and the Texas Department of Banking (the “Texas DOB”) and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or set forth in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required Section 3.5(b) of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionDisclosure Letter.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, by each of the Company and SpinCo does not, Gamma and the consummation by Gamma of the MergerAcquiror Transactions, do not and will not (i) conflict with or violate the Spin-Off Organizational Documents of Gamma, (ii) assuming that all consents, approvals and the other transactions authorizations contemplated hereby by clauses (i) through (v) of subsection (b) below have been obtained and compliance by the Company and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable Gamma or by which any of its properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation or imposition of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract contract to which the Company or any of its Subsidiaries Gamma is a party or by which the Company Gamma or any of its Subsidiaries or any of their respective properties may are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be boundexpected to have an Acquiror Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party, by the Company or Gamma, and the consummation by the Company or SpinCo Gamma of the MergerAcquiror Transactions, the Spin-Off does not and the other transactions contemplated hereby will not require Gamma to obtain any consent, approval, authorization or compliance permit of, action by, or to make any filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities, takeover and “Mexican Antitrust blue sky” Laws”), (ii) the filings required under the HSR Act, (iii) such filings and reports other action as may be are necessary to obtain all required pursuant Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Nasdaq Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the CompanyMarket, and (v) any such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, registrationsaction, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company an Acquiror Material Adverse Effect. (c) To the Knowledge of Gamma, there is no dispute or conflict arising from its status as an Acquiror that would reasonably be expected to have an Acquiror Material Adverse Effect. No filing Gamma has not entered into any agreement with Parent or other action Merger Sub that would reasonably be expected to have an Acquiror Material Adverse Effect or that is required inconsistent with the purposes and intent of the Company or any of its Subsidiaries under parties to consummate the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionTransactions.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off Mergers and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien Encumbrance in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Senior Debt Indenture, the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; , (ii) subject to the governmental filings and any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other matters referred to in paragraph contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (beach, including all amendments thereto, a “Contract”) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, failures to obtain consents or approvals, or other occurrences that are not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off Mergers and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by filing of the Mexican Federal Law pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Economic Competition (Ley Federal de Competencia Económica) 1976, as amended (the “Mexican Antitrust LawsHSR Act”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”) or ), the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), and any other applicable U.S. or Canadian federal, state or provincial federal securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangelaws, (iii) the filing of a certificate the Certificates of merger Merger with the Delaware Secretary of State of the State of Delaware as required by the DGCLDGCL or the DLLCA, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Companyapplicable, and (viv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notParent Entities, and the consummation by the Parent Entities of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate the organizational or governing documents of any Parent Entity, (ii) assuming that all consents, approvals and authorizations contemplated by the Company clauses (i) through (v) of subsection (b) below have been obtained and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation or imposition of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of: (i) the Company Charter Contract to which Parent or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries Merger Sub is a party or by which the Company Parent or any of its Subsidiaries Merger Sub or any of their respective properties may be are bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) ), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to which the Company or any of its Subsidiaries is have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent Entities, and the consummation by the Company or SpinCo Parent Entities of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities, takeover and “Mexican Antitrust blue sky” Laws”), (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, (iii) such filings and reports other action as may be are necessary to obtain all required pursuant Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the The New York Stock Exchange or the Toronto Stock Exchange, (iiiv) the filing of a certificate of merger with the Nevada Secretary of State of the State Articles of Delaware Merger as required by the DGCL, NRS and (ivvi) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written any such consent, such other exchange as reasonably determined by the Companyapproval, and (v) such other consentsauthorization, approvalspermit, ordersaction, authorizations, registrations, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Adverse Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company Bylaws, Bylaws or the certificate of incorporation or bylaws (or similar equivalent organizational documents) documents of any Subsidiary of the Company; ’s Designated Subsidiaries, (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (v) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any of its Designated Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, are bound or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material Contract breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien, or give rise to any right of termination, cancellation, amendment or acceleration of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Designated Subsidiaries is a party or by which the Company or any of its Designated Subsidiaries or any of their respective properties may are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be boundexpected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any governmental or regulatory authority (including any stock exchange and any Gaming Authority), agency, court, commission, or other governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and any other applicable U.S. or Canadian federalthe rules and regulations promulgated thereunder, and under state or provincial securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iiiii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as filings required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) and any filings required under the applicable requirements of antitrust or other competition Laws of jurisdictions other than the Competition Act United States or investment Laws relating to foreign ownership (Canada) (the “Canadian Foreign Antitrust Laws”), (iii) in connection such filings as may be necessary to comply with the executionapplicable requirements of The NASDAQ Stock Market, delivery and performance (iv) the filing with the Nevada Secretary of this Agreement State of the Articles of Merger as required by the Company or NRS and such filings with Governmental Entities to satisfy the consummation by the Company applicable Laws of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets states in Canada of which the Company and its SubsidiariesSubsidiaries are qualified to do business, (v) compliance with and obtaining such Gaming Approvals as may be required under applicable Gaming Laws, and (vi) any such consent, approval, authorization, permit, action, filing or notification the gross revenues from sales failure of which to make or obtain would not, individually or in or from Canada generated from the assets in Canada of the Company and its Subsidiariesaggregate, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionreasonably be expected to have a Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo Pivotal does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo Pivotal with the Table of Contents provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company Pivotal or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Pivotal Charter or Company Pivotal Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; Pivotal, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which Pivotal or any of its Subsidiaries is a party or by which Pivotal or any of its Subsidiaries or any of their respective properties or assets may be bound or that is an EMC-Pivotal Customer Contract or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowsection 3.5(b), any Law or any rule or regulation of the New York Stock Exchange applicable to the Company Pivotal or any of its Subsidiaries or by which the Company Pivotal or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clause (ii), as individually or any rule in the aggregate, would not have a Material Adverse Effect or regulation in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clause (iii) any ), as individually or in the aggregate, would not be material Contract to which the Company or any of Pivotal and its Subsidiaries is taken as a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundwhole. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity Entity”) is required by or with respect to the Company Pivotal or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company Pivotal or the consummation by the Company or SpinCo Pivotal of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”)Proxy Statement and Schedule 13E-3, including any amendments or supplements thereto, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”) or ), the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial federal securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iii) the filing of a certificate the Certificate of merger Merger with the Delaware Secretary of State of the State of Delaware as required by the DGCL, (iv) any filings and approvals required under the filing rules and regulations of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto New York Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo Parent Parties does not, and the consummation of the Merger, the Spin-Off Mergers and the other transactions contemplated hereby and compliance by each of the Company and SpinCo Parent Parties with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien Encumbrance in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries Parent Parties under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary documents of the Company; Parent Parties, (ii) any Contract to which a Parent Party is a party or by which such Parent Party or any of its respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 4.4(b), any material Law or any rule or regulation of NASDAQ applicable to the Company or any of its Subsidiaries Parent Parties or by which the Company or any of its Subsidiaries Parent Parties or any of their respective properties or assets may be bound, or any rule or regulation except in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) for any material Contract such conflicts, violations, breaches, defaults, failures to which obtain consents or approvals or other occurrences that would not reasonably be expected to have, individually or in the Company or any of its Subsidiaries is aggregate, a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries Parent Parties in connection with the execution, delivery and performance of this Agreement by the Company Parent Parties or the consummation by the Company or SpinCo Parent Parties of the Merger, the Spin-Off Mergers and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by filing of the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (pre-merger notification report under the “Mexican Antitrust Laws”)HSR Act, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (Act, the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial federal securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangelaws, (iii) the filing of a certificate the Certificates of merger Merger with the Delaware Secretary of State of the State of Delaware as required by the DGCLDGCL or DLLCA, as applicable, (iv) any filings required under the filing rules and regulations of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, NASDAQ and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by each of and the Company and SpinCo does notAncillary Agreements to which it is a party, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries underTransactions, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary Organizational Documents of the Company; , (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (vii) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be are bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of subsection (b) No consentbelow have been obtained and all filings described in such clauses have been made, approval, order or authorization of, or registration, declaration, filing with or notice to, give any Governmental Entity is required by the right to revoke, withdraw, suspend, cancel, terminate or with respect materially modify, any material Permit and Approval applicable to the Company Company, its Subsidiaries or any of its Subsidiaries their respective properties or assets, except, in connection with the execution, delivery and performance case of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), clauses (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT), the Toronto Stock Exchange orfor any such conflict, with Parent’s prior written consentbreach, such violation, default, loss, right or other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or madeoccurrence that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No . (b) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Transactions, do not and will not require the Company to obtain any consent, approval, authorization or permit of, action by, or to make any filing with or notification to, any governmental or regulatory authority (including any stock exchange and any Gaming Authority), agency, court, commission, or other action is governmental body (each, a “Governmental Entity”), except for (i) such filings as may be required under applicable requirements of the Company or any Securities Act of its Subsidiaries 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), (iii) or the Competition Act such filings and other actions as are necessary to obtain all required Gaming Approvals, (Canadaiv) (the “Canadian Antitrust Laws”those consents and approvals identified in Section 3.17(e) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its SubsidiariesDisclosure Letter, (v) such filings as are necessary to comply with the applicable requirements of the OTCQB, (vi) the filing with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, and (vii) any such consent, approval, authorization, permit, action, filing or notification the gross revenues from sales failure of which to make or obtain would not, individually or in or from Canada generated from the assets in Canada of the aggregate, reasonably be expected to have a Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notParent Entities, and the consummation by the Parent Entities of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: not (i) conflict with or violate the Company Charter organizational or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) governing documents of any Subsidiary of the Company; Parent Entity, (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (vi) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company Parent or any of its Subsidiaries or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the Company loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Parent Material Contract to which Parent or any of its Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective properties may be are bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) ), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to which have a Material Adverse Effect on the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Entities. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent Entities, and the consummation by the Company or SpinCo Parent Entities of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require the Parent Entities to obtain any consent, approval, authorization or compliance permit of, action by, or to make any filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities, takeover and “Mexican Antitrust blue sky” Laws”), (ii) the filings required under the HSR Act, (iii) such filings and reports other action as may be are necessary to obtain all required pursuant Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeNASDAQ, (iiiv) the filing of a certificate of merger with the Delaware Secretary of State of the State Certificates of Delaware Merger as required by the DGCL, (iv) the filing of a listing application DGCL and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the CompanyDLLCA, and (vvi) any such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, registrationsaction, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of Effect on the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionParent Entities.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo Kick Parties does not, and the consummation of the Merger, the Spin-Off Mergers and the other transactions contemplated hereby and compliance by the Company and SpinCo Kick Parties with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries Kick Party under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) Governing Documents of any Subsidiary of the Company; Kick Party, (ii) any Contract to which any Kick Party is a party or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 4.5(b), any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or NYSE applicable to any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party Kick Party or by which the Company or any of its Subsidiaries Kick Party or any of their respective properties or assets may be bound, except, in the case of clauses (ii) and (iii), as would not reasonably be expected, individually or in the aggregate, to have a Kick Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries Kick Party in connection with the execution, delivery and performance of this Agreement by the Company Kick Parties or the consummation by the Company or SpinCo Kick Parties of the Merger, the Spin-Off and Mergers or the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (Act, the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial federal securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangelaws, (iiiii) the filing of a certificate the Certificates of merger Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPA and the filing of the Certificate of Designation with the Delaware Secretary of State of Delaware as required by the DGCL, (iii) any filings and approvals required under the rules and regulations of the NYSE, (iv) the filing receipt of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the CompanyRegulatory Approvals, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices or notices, the failure of which to be obtained or made, individually or in the aggregate, have are not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Kick Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by each of the Company Parent and SpinCo does notMerger Sub, and the consummation by Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company thereby, do not and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: not (i) the Company Charter conflict with or Company Bylaws, or violate the certificate of incorporation or bylaws (or similar organizational comparable charter documents) of any Subsidiary of the Company; Parent or Merger Sub, (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (v) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to the Company Parent or any of its Subsidiaries Merger Sub or by which the Company or any of its Subsidiaries their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties may be are bound, or (iv) result in the creation of any rule or regulation Lien upon any of the New York Stock Exchangeproperties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the Toronto Stock Exchange or any other exchange on which any case of their shares are listed; or clauses (ii), (iii) and (iv) of this paragraph, for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does not have, and would not reasonably be expected to which the Company or any of its Subsidiaries is have, a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement and the Support Agreements by the Company or Parent and Merger Sub, and the consummation by the Company or SpinCo Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby and thereby, do not and will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities and “Mexican Antitrust blue sky” Laws”), (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, (iii) such filings and reports as may be required pursuant necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangestock exchange on which Parent’s common stock is traded, (iiiiv) the filing of a certificate of merger with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, DGCL and (v) any such other consentsconsent, approvalsapproval, ordersorder, authorizationslicense, registrationsauthorization, declarationspermit, filings and notices action, filing, registration, declaration or notification the failure of which to be obtained make or made, obtain individually or in the aggregateaggregate does not have, have not had and would not reasonably be expected to have have, a Company Parent Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company of the transactions contemplated hereby, do not and SpinCo will not (i) conflict with or violate the provisions hereof will notarticles of incorporation, bylaws and other charter or organizational documents of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of Section 4.4(b) below have been obtained and all filings described in such clauses have been made, conflict withwith or violate any statute, law, ordinance, rule, regulation, Order, judgment or decree (including all statutes, laws, ordinances, rules, regulations, Orders, judgments and decrees with respect to Taxes) (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or by which any of its properties are bound, (iii) require notice to or the consent of any Person under, result in any violation breach of or breach of, or constitute a default (or an event that with or without notice or lapse of timetime or both would become a default), or both) impair the Company’s rights or alter the rights or obligations of any third party under, or give rise to a right of, or result in, any third party any rights of termination, cancellationamendment, modification payment, acceleration or acceleration of any obligation or to the loss of a benefit undercancellation of, or result in the creation of any a Lien in or upon on any of the properties or rights assets (including intangible assets) of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person the U.S. Subsidiary pursuant to, any provision of: (i) the Company Charter permit, franchise or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries the U.S. Subsidiary is a party or by which the Company or any of the U.S. Subsidiary or its Subsidiaries or any of their respective properties may is bound or affected, or (iv) give rise to or result in any Person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company, the U.S. Subsidiary or any of their respective assets or properties, except in the case of the preceding clauses (iii) and (iv) as would not reasonably be boundexpected to have, individually or in the aggregate, a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, Order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any governmental or regulatory (including stock exchange) authority, agency, court, commission or other governmental body (each, a “Governmental Entity”), except for (i) such filings as required under applicable securities and corporation Laws, (ii) the filings required under the applicable requirements of antitrust or other competition Laws, investment Laws relating to foreign ownership, and all other Laws that are designed or intended to prohibit, restrict or regulate actions required by having the Mexican Federal Law purpose or effect of Economic Competition monopolization or restraint of trade or lessening of competition through merger or acquisition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (iiiii) such filings and reports as may be required pursuant are necessary to comply with the applicable requirements of the Securities Act of 1933 ROC Financial Supervisory Commission (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange ActFSC”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Taiwan Stock Exchange or the Toronto Stock ExchangeCorp. (“TSE”), (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written any other consent, such other exchange as reasonably determined by the Companyapproval, and (v) such other consentsauthorization, approvalspermit, ordersaction, authorizations, registrations, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notthe Partnership, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof Partnership of the transactions contemplated hereby, do not and will notnot (i) subject to obtaining the Company Stockholder Approval, conflict withwith or violate the Company Charter, the Company Bylaws, the Certificate of Limited Partnership or the Partnership Agreement, as applicable, or the equivalent organizational documents of any of the other Company Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (xii) of Section 3.4(b) have been obtained and all filings described in such clauses have been made, conflict with or violate any federal, state, territorial, provincial, municipal, regional, tribal, local or foreign law, statute or ordinance, common law, or any rule, regulation, judgment, Order, writ, injunction or decree (collectively, “Law”) applicable to the Company or any Company Subsidiary, or by which any of their respective properties or assets are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or terminate or give rise to any right of termination (except pursuant to the Omnibus Termination Agreement), vesting (except as provided in Section 2.2), cancellation, amendment, notification, purchase or sale (including any purchase option, option to sell, right of first refusal, right of first offer, right of first negotiation or similar option or right) under, or acceleration of, or result in the creation of any Lien in or upon on any of the properties or rights assets of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person Company Subsidiary pursuant to, any provision of: note, bond, mortgage, indenture, arrangement, commitment, deed of trust, loan, contract, agreement, lease (iwhether for real or personal property), easement, license, right of way, permit or other instrument or obligation (each, a “Contract”) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which the Company or any of its Subsidiaries Company Subsidiary or any of their respective properties may are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be boundexpected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or and the Partnership, and the consummation by the Company or SpinCo and the Partnership of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), and any other applicable U.S. or Canadian federal, under state or provincial securities, takeover or and “blue sky” laws laws, (ii) such filings, reports or notices to, and consents, registrations, approvals, permits, orders and authorizations to or from the rules PUCT pursuant to authority asserted by the PUCT pursuant to the Texas Public Utility Regulatory Act, Tex. Util. Code Xxx. §§ 11.001-66.016, as amended (“PURA”), the PUCT’s regulations thereunder and the approval of the New York Stock Exchange or PUCT thereunder (the Toronto Stock Exchange“PUCT Approval”), (iii) any filings, reports or notices to, and consents, registrations, approvals, permits, orders and authorizations to or from, ERCOT or the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCLTRE, (iv) the filing of a listing application and associated documentation with respect to SpinCo such filings with the NYSE MKT, FERC pursuant to the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by Federal Power Act (the Company“Federal Power Act”), and the approval of the FERC thereunder (the “FERC Approval”), (v) such other consentsfilings with the FCC required to consummate the transactions contemplated by this Agreement (the “FCC Approval”), approvals, orders, authorizations, registrations, declarations, (vi) the filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) ), and the expiration or termination of any applicable waiting period under the Competition HSR Act (Canada) (the “Canadian Antitrust Laws”) in connection HSR Act Approval” and collectively with the executionPUCT Approval, delivery the FERC Approval, the FCC Approval and performance of this Agreement by the Company or CFIUS Approval, the consummation by “Regulatory Approvals”), (vii) such filings as are necessary to comply with the Company applicable requirements of the MergerNYSE, (viii) the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada filing of the Company and its Subsidiaries, Certificate of Merger and the gross revenues from sales in or from Canada generated from Partnership Certificate of Merger with the assets in Canada Delaware Secretary of State, (ix) the filing of the Company and its Subsidiaries, all as determined in accordance Articles of Merger with the Canadian Antitrust LawsSDAT, do not exceed CDN$82 million(x) the submission of a joint voluntary notice of the transactions contemplated by this Agreement to CFIUS pursuant to the DPA and receipt of the CFIUS Approval, (xi) such consents, approvals, authorizations, permits, filings, registrations or notifications as may be required as a result of the identity of Parent or any of its Affiliates and (xii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent, Merger Sub I and SpinCo does notMerger Sub II, and the consummation by each of Parent, Merger Sub I and Merger Sub II of the MergerTransactions, do not and will not (i) conflict with or violate the Parent Charter, the Spin-Off Parent Bylaws, (ii) assuming that all consents, approvals and the other transactions authorizations contemplated hereby by clauses (i) through (v) of Section 4.4(b) have been obtained and compliance by the Company all filings and SpinCo with the provisions hereof will notnotifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict withwith or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien in or upon any of the material properties or rights assets of any of the Company or any Parent Companies, other than, in the case of its Subsidiaries underclauses (ii), or give rise to any increased(iii), additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to(iv) and (v) above, any provision of: (i) such items that, individually or in the Company Charter or Company Bylawsaggregate, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject have not had, and would not reasonably be expected to the governmental filings and other matters referred to in paragraph (b) belowhave, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or each of Parent, Merger Sub I and Merger Sub II, and the consummation by the Company or SpinCo each of Parent, Merger Sub I and Merger Sub II of the MergerTransactions, the Spin-Off do not and the other transactions contemplated hereby will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any Governmental Entity, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to compliance with the applicable requirements of the Securities Act of 1933 (and the “Securities Act”rules and regulations promulgated thereunder) or and the Securities Exchange Act of 1934 (and the “Exchange Act”rules and regulations promulgated thereunder), (ii) and compliance with any other applicable U.S. international, federal or Canadian federal, state or provincial securities, takeover securities or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iii) the filing of a certificate premerger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable, of merger waivers, consents, approvals, waiting periods or agreements required under the Regulatory Laws set forth on Schedule 6.1(c), (iv) such filings as are necessary to comply with the rules and regulations of the applicable requirements of the NYSE, (v) the filing with the Secretary of State of the State of Delaware of Certificate of Merger I and Certificate of Merger II, in each case as required by the DGCL, (iv) DGCL of the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, LLC Act and (vvi) where the failure to obtain such other consents, approvals, orders, authorizationslicenses, registrationsauthorizations or permits of, declarationsor to make such filings, filings and notices the failure of which to be obtained registrations or madedeclarations with or notifications to, any Governmental Entity, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo HomeStreet does not, and the execution, delivery and performance of the Bank Merger Agreement by HomeStreet Bank, and none of the consummation of the Company Merger, the Spin-Off and Bank Merger or the other transactions contemplated hereby Transactions and compliance by the Company HomeStreet and SpinCo its Subsidiaries with the provisions hereof will notor provisions of the Bank Merger Agreement will, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of AGREEMENT AND PLAN OF MERGER BETWEEN HOMESTREET, INC. AND SIMPLICITY BANCORP, INC. EXECUTION VERSION the properties properties, assets or rights of the Company HomeStreet or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company HomeStreet Articles, the HomeStreet Bylaws, the HomeStreet Bank Articles, the HomeStreet Bank Bylaws or the certificate articles of incorporation or bylaws (or similar organizational documents) of any other Subsidiary of the Company; HomeStreet, (ii) any Contract to which HomeStreet or any of its Subsidiaries is a party or by which HomeStreet or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 5.5(b), any Law applicable to the Company HomeStreet or any of its Subsidiaries or by which the Company HomeStreet or any of its Subsidiaries or any of their respective properties or assets may be bound, or any rule or regulation except as, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), clause (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware ), as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionEffect on HomeStreet.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does Purchaser do not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo Purchaser with the provisions hereof do not, and will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or remedy or to the loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties properties, assets or rights of the Company Purchaser or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Purchaser Charter or Company Purchaser Bylaws, or the articles or certificate of incorporation or bylaws (or similar organizational documents) of Purchaser or any other Subsidiary of the Company; Purchaser, (ii) any Purchaser Material Contract to which Purchaser or any of its Subsidiaries is a party or by which Purchaser or any of its Subsidiaries or any of their respective properties or assets may be bound as of the date hereof or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 4.4(b), any Law or any rule or regulation of any self-regulatory authority applicable to the Company Purchaser or any of its Subsidiaries or by which the Company Purchaser or any of its Subsidiaries or any of their respective properties or assets may be bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) any material Contract to which ), as individually or in the Company or any of its Subsidiaries is aggregate would not have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundPurchaser Material Adverse Effect. (b) No consentconsents, approvalapprovals, order orders or authorization authorizations of, or registrationregistrations, declaration, filing declarations or filings with or notice notices to, any Governmental Entity is Entities or any third party are required to be made or obtained by or with respect to the Company Purchaser or any of its Subsidiaries in connection with the execution, delivery and or performance by Purchaser of this Agreement by or to consummate the Company Merger or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereofhereby, except for (A) filings of applications and notices with, receipt of approvals or no objections from, and the expiration of related waiting periods required by, federal and state banking authorities, including applications and notices under the BHC Act, (B) filings of applications and notices with, and receipt of approvals or non-objections from, the state securities authorities, applicable securities exchanges and self-regulatory organizations, (C) filing of (i) the actions required Registration Statement pursuant to the Securities Act and declaration by the Mexican Federal Law SEC of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), effectiveness of the Registration Statement under the Securities Act and (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iiiD) the filing of the Certificate of Merger, (E) filings with Nasdaq of a certificate of merger with the Secretary of State notification of the State listing on Nasdaq of Delaware as required by the DGCL, (iv) shares of Purchaser Common Stock to be issued in the filing of a listing application Merger and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, related transactions and (vF) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices with third parties who are not Governmental Entities the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Purchaser Material Adverse Effect. No filing or other action is required As of the Company or date hereof, Purchaser knows of no reason why all regulatory approvals from any Governmental Entities required for the consummation of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 transactions contemplated by this Agreement and listed in items (the “HSR Act”A) or the Competition Act through (CanadaF) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do Section 4.4(b) should not exceed CDN$82 millionbe obtained on a timely basis.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo does notMerger Sub, and the consummation by Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by the Company clauses (i) through (iii) of subsection (b) below have been obtained and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate in any material respect any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets or properties are bound, or (iv) result in the creation of any material Lien in or upon any of the properties or rights assets of Parent or Merger Sub (including the Company or any Acquired Companies following the Effective Time) except, in the case of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clause (iii) of this paragraph, for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate, has not had, and could not reasonably be expected to which the Company have a Material Adverse Effect on Parent or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundMerger Sub. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent and Merger Sub, and the consummation by the Company or SpinCo Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (rules and regulations promulgated thereunder, and under state securities and “blue sky” Laws, including the “Mexican Antitrust Laws”)Registration Statement, (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, and (iii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) DGCL in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionby this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo does notMerger Sub, and the consummation by Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate the certificate of incorporation or articles of incorporation, as applicable, or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by the Company clauses (i) through (iii) of subsection (b) below have been obtained and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of guaranteed payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien in or upon any of the properties or rights assets of Parent or Merger Sub (including the Company or any Acquired Companies following the Effective Time) except, in the case of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; clauses (ii) subject to the governmental filings and other matters referred to in paragraph (b) below), any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) and (iv) of this paragraph, for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate, has not had, and could not reasonably be expected to which prevent or materially delay the Company or any consummation of its Subsidiaries is a party or the transactions contemplated by which the Company or any of its Subsidiaries or any of their respective properties may be boundthis Agreement. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent and Merger Sub, and the consummation by the Company or SpinCo Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities and “Mexican Antitrust blue sky” Laws”), (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, and (iii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) WBCA in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionby this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter organizational or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary governing documents of the Company; , (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (vi) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, are bound or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be boundexpected to have a Material Adverse Effect on the Company. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require the Company to obtain any consent, approval, authorization or compliance permit of, action by, or to make any filing with the provisions hereofor notification to, any governmental or regulatory authority (including any stock exchange and any Gaming Authority), agency, court, commission, or other governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and any other applicable U.S. or Canadian federalthe rules and regulations promulgated thereunder, and under state or provincial securities, takeover or and “blue sky” laws or Laws, (ii) the rules filings required under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the New York Stock Exchange or the Toronto Stock Exchange“HSR Act”), (iii) such filings and other action as are necessary to obtain all required Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of NASDAQ, (v) the filing of a certificate of merger with the Delaware Secretary of State of the State Certificates of Delaware Merger as required by the DGCL, (iv) the filing of a listing application DGCL and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the CompanyDLLCA, and (vvi) any such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, registrationsaction, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of Effect on the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionCompany.

No Conflict; Consents and Approvals. Subject to the filing by Seller of reports under the Exchange Act and as contemplated by the rules of Nasdaq and to the requirements of the HSR Act and any filings or applications required under the Laws of any non-U.S. jurisdiction, including the European Union or any member state thereof, (a) The executionthe execution and delivery by Seller or, delivery and performance if applicable in the case of the Ancillary Agreements, any Seller Subsidiary, of this Agreement and the Ancillary Agreements to which it is or will be a party, (b) the consummation by each Seller or any such Seller Subsidiary of the Company Transactions and SpinCo does not, and (c) the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo Seller or any Seller Subsidiary with any of the provisions hereof or thereof do not and will not, : (i) conflict with, or result in any violation or the breach of, any provision of the certificate of incorporation or default by-laws or other organizational documents of ICX, Seller or any such Seller Subsidiary; (with ii) require ICX, Seller or without notice any such Seller Subsidiary to (x) make any filing with, or obtain any Consent from, any Governmental Authority or (y) obtain the Consent of any other Person under any Material Contract; (iii) conflict with, violate or result in the breach by ICX, Seller or any such Seller Subsidiary of any applicable Law; (iv) after the giving of notice, or the lapse of timetime or otherwise, conflict with, violate, result in the breach or both) termination of or constitute a default under, or give rise any party the right to a right ofterminate, amend, modify, abandon, cancel or result in, termination, cancellation, modification or acceleration of any obligation or refuse to the loss of a benefit perform under, or accelerate or modify the time within which or the terms under which any duties or obligations are to be performed by Seller or any rights or benefits are to be received by any Person under, any Assumed Contract or Shared Contract (except Nonassignable Assets); or (v) result in the creation of any Lien in (other than any Permitted Lien or any Lien created by or through Purchaser) upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock ExchangeShares, the Toronto Stock Exchange Transferred Assets or any other exchange on which any assets owned by ICX; except, in the case of their shares are listed; or clauses (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”ii)(x), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT), the Toronto Stock Exchange or, with Parent’s prior written consent, for such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or madematters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing Effect or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company a material adverse effect upon Seller’s and its Subsidiaries’ ability to carry out their respective obligations under, and to consummate, or to impede or delay in any material respect the gross revenues from sales in or from Canada generated from consummation of, the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionTransactions.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company Bylaws, Bylaws or the certificate of incorporation or bylaws (or similar equivalent organizational documents) documents of any Subsidiary of the Company; ’s Subsidiaries, (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (v) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law foreign, federal, state, regional or local constitution, law, rule, regulation, ordinance, order, judgment or decree and relevant official interpretations, whether statutory, common or otherwise (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, are bound or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material Contract breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be boundexpected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any governmental or regulatory (including stock exchange) authority, agency, court commission, or other governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and any other applicable U.S. or Canadian federalthe rules and regulations promulgated thereunder, and under state or provincial securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangelaws, (iiiii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as filings required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) and any filings required under the applicable requirements of antitrust or other competition laws of jurisdictions other than the Competition Act United States or investment laws relating to foreign ownership, (Canadaiii) (the “Canadian Antitrust Laws”) in connection such filings as necessary to comply with the executionapplicable requirements of the New York Stock Exchange (“NYSE”), delivery and performance (iv) the filing of this Agreement the Certificate of Merger with the Delaware Secretary of State as required by the Company DGCL and (v) any such consent, approval, authorization, permit, action, filing or notification the consummation by failure of which to make or obtain would not, individually or in the Company of the Mergeraggregate, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionreasonably be expected to have a Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Saturn Support Agreement by each of the Company Saturn does not and SpinCo does will not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and thereby and compliance by the Company and SpinCo Saturn with the provisions hereof and thereof will not, (i) conflict with or violate the Saturn Charter or Saturn Bylaws, (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties material properties, assets or rights of the Company Saturn or any of its Subsidiaries underunder any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or give rise sale order, commitment, agreement, instrument, obligation, undertaking, permit or franchise (each, including all amendments thereto, a “Contract”) to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company which Saturn or any of its Subsidiaries is a party or by which the Company Saturn or any of its Subsidiaries or any of their respective properties or assets may be bound, bound or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) subject to the governmental and regulatory filings and other matters referred to in Section 3.4(b), conflict with or violate any material Contract federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (“Law”) applicable to which the Company Saturn or any of its Subsidiaries is a party or by which the Company Saturn or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the cases of clauses (ii) and (iii) above for any such conflicts, violations, breaches, defaults or other occurrences, individually or in the aggregate, that would not reasonably be expected to have a Saturn Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority (including the NYSE and FINRA - Financial Industry Regulatory Authority), instrumentality, agency, commission or body (each, a “Governmental Entity Entity” ) is required by or with respect to the Company Saturn or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and the Saturn Support Agreement by the Company Saturn, or the consummation by the Company or SpinCo Saturn of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or thereby or compliance with the provisions hereofhereof or thereof, except for for, (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or ), the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover federal corporation or securities Laws and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iiiii) the filing of a certificate the Certificate of merger First Merger with the Secretary of State of the State of Delaware as required by the DGCL or any other filings and approvals required by the DGCL, (iii) the filing of the Certificate of Second Merger with the Secretary of State of the State of Delaware as required by the DGCL and the LLC Act or any other filings and approvals required by the DGCL and the LLC Act, (iv) any filings and approvals required under the filing rules and regulations of a listing application and associated documentation with respect to SpinCo with the NYSE MKTNYSE, the Toronto Stock Exchange or, with Parent’s prior written consent, (v) such other exchange as reasonably determined items required by reason of the Companyparticipation of Xxxxxx or Merger Sub in the transactions contemplated hereby, and (vvi) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Saturn Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo Purchaser does not, and the consummation of the Merger, the Spin-Off Offer and the other transactions contemplated hereby and compliance by the Company Parent and SpinCo Purchaser with the provisions hereof will notnot (i) violate or conflict with the articles of incorporation or bylaws (or similar organizational documents) of Parent or Purchaser, conflict with, or (ii) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company Parent or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements Purchaser under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary Contract to which Parent or Purchaser is a party by which Parent or Purchaser or any of the Company; their respective properties or assets maybe bound or (iiiii) subject to the governmental filings and other matters referred to in paragraph (bSection 4.3(b) belowhereof, violate or conflict with any Law applicable to the Company Parent or Purchaser or by which Parent or Purchaser, or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company Parent or any of its Subsidiaries Purchaser in connection with the execution, delivery and performance of this Agreement by the Company Parent and Purchaser or the consummation by the Company or SpinCo Purchaser of the Merger, the Spin-Off and the other transactions contemplated hereby Offer or compliance with the provisions hereof, except for (i) compliance with any applicable requirements of the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (Act, the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) rules and any other applicable U.S. or Canadian federalregulations promulgated thereunder, and state or provincial securities, takeover securities Laws or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, and (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Purchaser Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; , (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the New York Stock Exchange (the “NYSE”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any United States or non-United States federal, national, supranational, state, provincial, local or similar government, governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury) (each, a “Governmental Entity Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by filing of the Mexican Federal Law pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Economic Competition (Ley Federal de Competencia Económica) 1976, as amended (the “Mexican HSR Act”) and any equivalent foreign filings under applicable Antitrust Laws or applicable Foreign Investment Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”) or ), the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and any other applicable U.S. state, federal or Canadian federal, state or provincial foreign securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangelaws, (iii) the filing of a certificate the Certificate of merger Merger with the Delaware Secretary of State of the State of Delaware as required by the DGCL, (iv) any filings and approvals required under the filing rules and regulations of a listing application the NYSE, (v) the filings with and associated documentation with respect to SpinCo with approval from the NYSE MKT, Federal Communications Commission (the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, “FCC”) and (vvi) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of Effect on the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionCompany.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of the Company and SpinCo does not, Parent and the consummation by Parent of the MergerTransactions, do not and will not (i) conflict with or violate the Spin-Off Organizational Documents of Parent, (ii) assuming that all consents, approvals and the other transactions authorizations contemplated hereby by clauses (i) through (v) of subsection (b) below have been obtained and compliance by the Company and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable to Parent or by which any of its properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation or imposition of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements underacceleration of, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries Parent is a party or by which the Company Parent or any of its Subsidiaries properties are bound, or (iv) conflict with any condition to the Financing, except, in the case of their respective properties may clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be boundexpected to have a Parent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by the Company or Parent, and the consummation by the Company or SpinCo Parent of the MergerTransactions, the Spin-Off does not and the other transactions contemplated hereby will not require Parent to obtain any consent, approval, Order, authorization or compliance permit of, action or waiver by, or to make any filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities, takeover and “Mexican Antitrust blue sky” Laws”), (ii) the filings required under the HSR Act, (iii) such filings and reports as may be required pursuant necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCLNASDAQ, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, North Dakota Secretary of State of the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange Articles of Merger as reasonably determined required by the CompanyNDBCA, and (v) any such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, registrationsaction, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. (c) To the Knowledge of Parent, there is no dispute or conflict arising from its status as Parent that would reasonably be expected to have a Parent Material Adverse Effect. No filing or other action is required of the Company or Parent has not entered into any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionagreement that would reasonably be expected to have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company of the Transactions, do not and SpinCo will not (i) conflict with or violate the provisions hereof will notCompany Charter, the Company Bylaws or the comparable charter or organizational documents of any Material Company Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vii) of Section 3.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict withwith or violate any U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or other enforceability requirements imposed by a Governmental Entity (collectively, “Law”), in each case that is applicable to any Acquired Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation or acceleration of, any Company Material Contract, (iv) result in any breach or violation of any Company Plan (including any award agreement thereunder) or (v) result in the creation of any Lien in or upon any of the material properties or rights assets of any of the Company or any Acquired Companies, other than, in the case of its Subsidiaries underclauses (ii), or give rise to any increased(iii), additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to(iv) and (v) above, any provision of: (i) such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundMaterial Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the MergerTransactions, the Spindo not and will not require any consent, approval, order, license, authorization or permit of, action by, filing, registration or declaration with or notification to, any U.S. or non-Off and the U.S. governmental or regulatory (including stock exchange or other transactions contemplated hereby self-regulatory organization) authority, agency, court, commission, agency or compliance with the provisions hereofother governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to compliance with the applicable requirements of the Securities Act of 1933 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) or ), and the Securities Exchange Act of 1934 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (ii) and compliance with any other applicable U.S. international, federal or Canadian federal, state or provincial securities, takeover securities or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iii) the filing of a certificate premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of merger 1976, as amended (the “HSR Act”), and the receipt, termination or expiration, as applicable, of waivers, consents, approvals, waiting periods or agreements required under Regulatory Laws, (iv) the filing with the Secretary of State of the State of Delaware of Certificate of Merger I and Certificate of Merger II, in each case, as required by the DGCL, (ivv) compliance with applicable rules and regulations of the filing of a listing application NYSE and associated documentation NASDAQ, (vi) compliance with Federal Acquisition Regulation Subpart 42.12 with respect to SpinCo novation and change of name requirements applicable to Government Contracts; (vii) notifications and filings with the NYSE MKT, Defense Counterintelligence and Security Agency of the Toronto Stock Exchange or, with Parent’s prior written consent, such U.S. Department of Defense and any other exchange as reasonably determined by applicable Cognizant Security Agency under the CompanyNational Industrial Security Program Operating Manual and any other applicable national or industrial security regulations, and (vviii) where the failure to obtain such other consents, approvals, orders, authorizationslicenses, registrationsauthorizations or permits of, declarationsor to make such filings, filings and notices the failure of which to be obtained registrations or madedeclarations with or notifications to, any Governmental Entity, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo does notMerger Sub, and the consummation by Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate the memorandum and articles of association of Parent or the articles of incorporation or bylaws of Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by the Company clauses (i) through (v) of subsection (b) below have been obtained and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable to Parent or Merger Sub or by which any of their respective properties are bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of: (i) the Company Charter Contract to which Parent or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries Merger Sub is a party or by which the Company Parent or any of its Subsidiaries Merger Sub or any of their respective properties may be are bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) ), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to which the Company or any of its Subsidiaries is have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent and Merger Sub, and the consummation by the Company or SpinCo Parent and Merger Sub of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities, takeover and “Mexican Antitrust blue sky” Laws”), (ii) such filings and reports as may be required pursuant necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeNASDAQ, (iii) the filing of a certificate of merger with the Nevada Secretary of State of the State Articles of Delaware Merger as required by the DGCLNRS, and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written any such consent, such other exchange as reasonably determined by the Companyapproval, and (v) such other consentsauthorization, approvalspermit, ordersaction, authorizations, registrations, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Adverse Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does do not, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with of the provisions hereof Merger will not, (i) conflict withwith or violate the Company Constituent Documents or the Subsidiary Organizational Documents, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all notices and filings described in such clauses have been made, violate any U.S. or foreign statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries, or (iii) result in any breach or violation or breach of, result in a counterparty having a contractual right to a change of control or similar payment or to an increase in benefits under, constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a any right of, or result in, of termination, cancellation, modification cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the creation of any Lien in or upon any of the material properties or rights assets of the Company or any of its Subsidiaries under, or give rise Acquired Companies pursuant to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant tothe terms of, any provision of: (i) the Company Charter Material Contract or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party party, except in the case of clauses (ii) and (iii) above, as, individually or by which in the Company or any of its Subsidiaries or any of their respective properties may aggregate, would not reasonably be boundexpected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not require any consent, approval, order, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any U.S. or non-U.S. governmental or regulatory authority, agency, court, commission, other governmental body or national stock exchange (each, a “Governmental Entity”), except for (i) the actions as required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) (and any other applicable U.S. or Canadian federal, the rules and regulations promulgated thereunder) (including the filing of the Proxy Statement) and under state or provincial securities, takeover or securities and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iiiii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) or under any other applicable Antitrust Law, (iii) pursuant to the Competition Act applicable requirements of the NASDAQ Global Select Market, (Canadaiv) for the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and appropriate documents with the relevant authorities of other states or jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (the “Canadian Antitrust Laws”v) as required in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets any matter set forth in Canada Section 3.4(b) of the Company and its SubsidiariesDisclosure Letter, and (vi) as, individually or in the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiariesaggregate, all as determined in accordance with the Canadian Antitrust Laws, do would not exceed CDN$82 millionreasonably be expected to have a Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo Merger Sub does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company Parent and SpinCo Merger Sub with the provisions hereof will not, conflict with, contravene, or result in any violation or breach of, or default (in each case, with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties properties, assets or rights of the Company Parent or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Parent Charter or Company Parent Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) the Merger Sub Charter or Merger Sub Bylaws, (iii) any Contract to which Parent or its Subsidiaries is a party or by which Parent or its Subsidiaries or any of their respective properties or assets may be bound, or (iv) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 4.3(b), any Law applicable to the Company Parent or any of its Subsidiaries or by which the Company Parent or any of its Subsidiaries or any of their respective properties or assets may be bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (iii) any material Contract and (iv), as, individually or in the aggregate, would not reasonably be expected to which the Company or any of its Subsidiaries is have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity or any other Person is required by or with respect to the Company Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company Parent or the consummation by the Company or SpinCo of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by filing of the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (pre-merger notification report under the “Mexican Antitrust Laws”), HSR Act and (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate the Articles of merger Merger with the Secretary Florida Department of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionFBCA.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo does notMerger Sub, and the consummation by each of Parent and Merger Sub of the MergerTransactions, do not and will not (i) conflict with or violate the Parent Charter, the Spin-Off Parent Bylaws or the comparable organizational documents of any Material Parent Subsidiary, (ii) assuming that all consents, approvals and the other transactions authorizations contemplated hereby by clauses (i) through (v) of Section 4.4(b) have been obtained and compliance by the Company all filings and SpinCo with the provisions hereof will notnotifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict withwith or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any material Contract to which any Parent Company is a party or by which any Parent Company or any of its assets or businesses is subject or bound, (iv) result in any breach or violation of any Parent Plan (including any award agreement thereunder) or (v) result in the creation of any Lien in or upon any of the material properties or rights assets of any of the Company or any Parent Companies, other than, in the case of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; clauses (ii) subject to the governmental filings and other matters referred to in paragraph (b) below), any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) and (iv) above, any material Contract such items that, individually or in the aggregate, have not had, and would not reasonably be expected to which have, a Parent Material Adverse Effect or materially impair the Company ability of the Parent to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundTransactions. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or each of Parent and Merger Sub, and the consummation by the Company or SpinCo each of Parent and Merger Sub of the MergerTransactions, the Spin-Off do not and the other transactions contemplated hereby will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any Governmental Entity, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to compliance with the applicable requirements of the Securities Act of 1933 (and the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”, including the filing with the SEC of the Form S-4 and Joint Proxy Statement, (ii) and compliance with any other applicable U.S. international, federal or Canadian federal, state or provincial securities, takeover securities or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iii) the filing of a certificate premerger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable, of merger waivers, consents, approvals, waiting periods or agreements required under Regulatory Laws, (iv) such filings as are necessary to comply with the rules and regulations of the applicable requirements of NASDAQ and the NYSE, (v) the filing of an application for the approval of a Statement Regarding the Acquisition of Control, or “Form A” statement, with receipt of the approval of, the Specified Insurance Regulators, (vi) the filing with the Secretary of State of the State of Delaware Ohio of the Certificate of Merger as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, OGCL and (vvii) where the failure to obtain such other consents, approvals, orders, authorizationslicenses, registrationsauthorizations or permits of, declarationsor to make such filings, filings and notices the failure of which to be obtained registrations or madedeclarations with or notifications to, any Governmental Entity, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No filing Effect or other action is required materially impair the ability of Parent or Merger Sub to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionTransactions.

No Conflict; Consents and Approvals. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and SpinCo does do not, and the consummation of the MergerOffer, the Spin-Off Mergers and the other transactions contemplated hereby Transactions by the Company and compliance by the Company and SpinCo with the provisions hereof will not, (i) violate or conflict withwith any of the Acquired Corporations’ certificate of incorporation, bylaws or other charter or organizational documents, (ii) cause or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, purchase, termination, cancellation, amendment, modification or acceleration of any obligation or to the loss of a benefit under, any Company Material Contract binding on the Company or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries underproperties, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval assets of any Person pursuant toAcquired Corporation, other than any provision of: (i) the Company Charter Permitted Lien or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) cause a violation by any material Contract Acquired Corporation of any applicable Law, except, with respect to which the clauses “(ii)”, and “(iii)” above, as would not reasonably be expected to have a Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundMaterial Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, to any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with under applicable Law for the execution, delivery and performance of this Agreement by the Company or and the consummation by the Company or SpinCo of the MergerTransactions, the Spin-Off and the other transactions contemplated hereby except in connection with or in compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”)DGCL, (ii) such filings and reports as may be required pursuant to the any applicable requirements of the HSR Act and any applicable foreign Antitrust Laws, (iii) the Securities Act of 1933 (and the “Securities Act”rules and regulations promulgated thereunder), (iv) or the Securities Exchange Act of 1934 (and the “Exchange Act”rules and regulations promulgated thereunder), (v) and any other applicable U.S. or Canadian federalstate takeover Laws, state or provincial securities, takeover securities Laws or “blue sky” laws or Laws, (vi) any filings required under the rules and regulations of the New York Stock Exchange Nasdaq or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, FINRA and (vvii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices or notices, the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off Offer and the other transactions contemplated hereby Merger and compliance by the Company and SpinCo with the provisions hereof will not, not (i) violate or conflict withwith the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (ii) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; Material Contract or (iiiii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 4.5(b), violate or conflict with any Law or any rule or regulation of Nasdaq applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or any rule or regulation except as, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) any material Contract to which ), as would not, individually or in the aggregate, have a Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundMaterial Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, to any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off Offer and the other transactions contemplated hereby Merger or compliance with the provisions hereof, except for (i) compliance with any applicable requirements of the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican HSR Act and any Foreign Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangeand regulations promulgated thereunder, (iii) the filing of a certificate the Certificate of merger Merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) any filings required under the filing rules and regulations of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, Nasdaq and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. Subject to (x) compliance with any requirements of the HSR Act and applicable Review Laws and (y) the filing by Purchaser of reports under the Exchange Act and as contemplated by the rules of the New York Stock Exchange, including the notice or application to the New York Stock Exchange for the acquisition and issuance of the shares of Purchaser Common Stock constituting the Stock Consideration for trading thereon, none of (1) the execution and delivery by Purchaser of this Agreement and each Ancillary Agreement to which it is or will be a party, (2) the consummation by Purchaser and its Affiliates of the transactions contemplated hereby or thereby or (3) the compliance by Purchaser with any of the provisions hereof or thereof, as the case may be, will: (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, violate or result in any violation or breach of, any provision of the certificate of incorporation or default by-laws or other organizational documents of Purchaser or its Affiliates; (b) require Purchaser or any of its Affiliates to make any material registration, declaration or filing with, or obtain any material Consent from, any Governmental Authority; (c) conflict with, violate, or result in the breach by Purchaser or any of its Affiliates of any applicable Law; (d) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time, time or both) a default under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company require Purchaser or any of its Subsidiaries Affiliates to obtain any consent, approval or action of, make any filing with or give any notice to, any Person under, or give rise to any increasedright of termination or acceleration or otherwise adversely modify the terms, additional, accelerated or guaranteed rights or entitlements under, or require under any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject Contract to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company which Purchaser or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries Affiliates is a party or by which any of the Company assets or properties of Purchaser or any of its Subsidiaries or any of their respective properties may be Affiliates is bound.; or (e) result in the creation or imposition of any Lien (other than any Permitted Lien) upon any assets of Purchaser or its Affiliates; except, in the case of each of (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 c), (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”d) and any other applicable U.S. (e), where such conflict, violation, breach, termination, default, requirement, acceleration, increase in obligations, adverse modification or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules creation of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or madeLien, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing prevent or other action is required of the Company materially impair or any of delay Purchaser from performing its Subsidiaries obligations under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other Ancillary Agreements or from consummating the transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionthereby.

No Conflict; Consents and Approvals. (a) The Subject to obtaining the Parent Stockholder Approval, the execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo Merger Sub does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company each of Parent and SpinCo Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both): (i) result in the creation of any Lien in or upon any of the properties, assets or rights of Parent or any of its Subsidiaries; (ii) contravene, conflict with or result in a violation of any of the provisions of the Parent Charter, the Parent Bylaws or any of the organizational documents of Merger Sub; (iii) conflict with, or result in the violation or breach of, or default under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision provisions of:, any material Contract to which Parent or any of its Subsidiaries is a party or by which Parent, its Subsidiaries or any of their respective properties or assets may be bound, except in the case of any nonmaterial breach, default, penalty or modification; or (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (iiiv) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 5.5(b), contravene, conflict with or result in a material violation of, any Law applicable to the Company Parent or any of its Subsidiaries or by which the Company or any of Parent, its Subsidiaries or any of their respective properties or assets may be bound, or any rule or regulation of the New York Stock Exchangeexcept as would not reasonably be expected to be material to Parent, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundor assets. (b) No Other than pursuant to the Securities Act, the Exchange Act, any similar state securities Laws or any rule or regulation of Nasdaq applicable to Parent or Merger Sub or by which Parent, Merger Sub or any of their respective properties or assets may be bound, no consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by the Company Parent or Merger Sub or the consummation by the Company Parent or SpinCo Merger Sub of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company be material to Parent, Merger Sub or any of its Subsidiaries under their respective properties or assets. (c) The Parent Board and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (Merger Sub board have taken all actions necessary to ensure that the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with Takeover Laws are, and will be, inapplicable to the execution, delivery and performance of this Agreement by the Company or and to the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionby this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent, Merger Sub and SpinCo does notMerger Partnership, and the consummation by Parent, Merger Sub and Merger Partnership of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate the certificate of formation or limited liability company agreement or equivalent organizational documents of Parent, Merger Sub or Merger Partnership, (ii) assuming that all consents, approvals and authorizations contemplated by the Company clauses (i) through (xi) of Section 4.3(b) have been obtained and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable to Parent, Merger Sub or Merger Partnership or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, terminate or give rise to any increasedright of termination, additionalvesting, accelerated cancellation, amendment, notification, purchase or guaranteed rights sale (including any purchase option, option to sell, right of first refusal, right of first offer, right of first negotiation or entitlements similar option or right) under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of: (i) the Company Charter Contract to which Parent or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries Merger Partnership is a party or by which the Company Parent, Merger Sub or any of its Subsidiaries Merger Partnership or any of their respective properties may be are bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) ), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to which the Company or any of its Subsidiaries is have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent, Merger Sub and Merger Partnership, and the consummation by the Company or SpinCo Parent, Merger Sub and Merger Partnership of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the Exchange Act, and under state securities, takeover and “Mexican Antitrust Laws”)blue sky” laws, (ii) the PUCT Approval, (iii) any filings, reports or notices to, and consents, registrations, approvals, permits, orders and authorizations to or from, ERCOT or the TRE, (iv) the FERC Approval, (v) FCC Approval, (vi) the HSR Act Approval, (vii) such filings and reports as may be required pursuant necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeNYSE, (iiiviii) the filing of a certificate the Company Certificate of merger Merger and the Partnership Certificate of Merger with the Delaware Secretary of State of the State of Delaware as required by the DGCLState, (ivix) the filing of a listing application and associated documentation with respect to SpinCo the Company Articles of Merger with the NYSE MKTSDAT, (x) the Toronto Stock Exchange or, with Parent’s prior written submission of a joint voluntary notice of the transactions contemplated by this Agreement to CFIUS pursuant to the DPA and receipt of the CFIUS Approval and (xi) any such consent, such other exchange as reasonably determined by the Companyapproval, and (v) such other consentsauthorization, approvalspermit, ordersaction, authorizations, registrations, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. Subject to (a) The executionreceipt of the Consents, and the making of the filings and notifications, in each case listed in Section 5.03 of the Purchaser Disclosure Schedule, (b) the requirements of the HSR Act and applicable non-U.S. Laws and Governmental Authorities with respect to foreign investment and competition, and (c) the filing by Seller or Purchaser of reports under the Exchange Act and as contemplated by applicable stock exchange rules, none of (i) the execution and delivery by any of Arris, Arris Holdco and performance Merger Sub of this Agreement and the Ancillary Agreements to which it is or will be a party, (ii) the consummation by each Purchaser of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and thereby (including the issuance of the Stock Consideration) or (iii) the compliance by the Company and SpinCo Purchaser with any of the provisions hereof will notor thereof, as the case may be, will: (A) conflict with, or result in any violation or breach of, any provision of the certificate of incorporation or default by-laws or other organizational documents of Arris, Arris Holdco and Merger Sub; (B) require any of Arris, Arris Holdco and Merger Sub to make any filing with or notification to, or obtain any Consent from, any Governmental Authority, except as may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the transactions contemplated by this Agreement and by the Ancillary Agreements; (C) conflict with, violate, or result in the breach by Arris, Arris HoldCo or Merger Sub of any applicable Law; (D) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time, time or both) a default under, require Arris, Arris Holdco or Merger Sub to obtain any Consent from, make any filing with or give any notice to, any Person under, give rise to a any right of, or result in, termination, cancellation, modification of termination or acceleration or right to increase the obligations or otherwise adversely modify the terms under any binding note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument to which Arris, Arris Holdco or Merger Sub is a party or by which any of any obligation or to the loss of a benefit under, or their respective properties is bound; or (E) result in the creation of any Lien in (other than any Permitted Lien or any Lien created by or through Seller) upon any of the shares of capital stock or any of the assets, properties or rights of the Company or any of its Subsidiaries underArris, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings Arris Holdco and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries Merger Sub or any of their respective properties may Subsidiaries; except, in the case of (D) above, as would not reasonably be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or madeexpected, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing Purchaser MAE or other action is required of the Company to prevent or any of materially impair or delay Purchaser from performing its Subsidiaries obligations under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other Transaction Documents or from consummating the transactions contemplated hereby or compliance with thereby and, in the provisions hereof. The aggregate book value case of the assets in Canada each of the Company (B), (C) and (E) above, as would not be material to Purchaser and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all taken as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 milliona whole.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo does notMerger Sub, and the consummation by each of Parent and Merger Sub of the MergerTransactions, the Spin-Off do not and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, (i) conflict withwith or violate the certificate of incorporation or bylaws of Parent or Merger Sub, each as amended to the date of this Agreement, or (ii) assuming (x) compliance with the matters set forth in Section 3.4(b) (and assuming the accuracy of the representations and warranties made in such Section 3.4(b)) and (y) that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of Section 4.3(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any applicable Law, in each case that is applicable to any Parent Company or by or to which any of its assets or properties is subject or bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation give rise to any right of termination, cancellation, amendment or acceleration of, any Lien in material Contract to which any Parent Company is a party or upon by or to which any of the properties or rights of the Parent Company or any of its Subsidiaries underassets or businesses is subject or bound, or give rise to any increasedother than, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toin each case, any provision of: (i) such items that, individually or in the Company Charter aggregate, have not had, and would not reasonably be expected to materially impair the ability of each of Parent and Merger Sub to perform its obligations hereunder or Company Bylawsto consummate the Transactions, in each case, on or before the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundOutside Date. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or each of Parent and Merger Sub, and the consummation by the Company or SpinCo each of Parent and Merger Sub of the MergerTransactions, the Spin-Off do not and the other transactions contemplated hereby will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any Governmental Entity, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to compliance with the applicable requirements of the Securities Act of 1933 (and the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”, (ii) and compliance with any other applicable U.S. international, federal or Canadian federal, state or provincial securities, takeover securities or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iii) the filing of a certificate premerger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable, of merger waivers, consents, approvals, waiting periods or agreements required under Regulatory Laws, (iv) such filings as are necessary to comply with the rules and regulations of the applicable requirements of NASDAQ and the NYSE, (v) the filings of an Application for Approval of Acquisition of Control, a Statement Regarding the Acquisition of Control or “Form A” statement with, and receipt of the approval of such filings from, each of the Specified Insurance Regulators and the submission of a filing pursuant to Tex. Ins. Code 4001.253 to, and the receipt of the approval or prior written non-disapproval of such filing from, the Texas Department of Insurance, (vi) the filing with the Secretary of State of the State Certificate of Delaware Merger as required by the DGCL, (ivvii) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, licenses, authorizations, actions, filings, registrations, declarationsdeclarations and notifications set forth in Section 3.4(b) of the Parent Disclosure Letter, filings and notices (viii) where the failure of which to be obtained obtain such consents, approvals, orders, licenses, authorizations or madepermits of, or to make such filings, registrations or declarations with or notifications to, any Governmental Entity, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing materially impair the ability of each of Parent and Merger Sub to perform its obligations hereunder or other action is required of to consummate the Company Transactions, in each case, on or any of its Subsidiaries under before the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionOutside Date.

No Conflict; Consents and Approvals. (a) The Neither the execution, delivery and performance of this Agreement by each of the Company and SpinCo does notParent, and nor the consummation of the Merger, the Spin-Off Offer and the other transactions contemplated hereby and compliance by the Company and SpinCo Parent with the provisions hereof will notwill, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar equivalent organizational documents) documents of any Subsidiary of the Company; Parent, (ii) any Contract to which Parent is a party by which Parent or any of its properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in paragraph (b) below‎Section 3.3(b), any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange Nasdaq Global Select Market applicable to Parent or any other exchange on by which any of their shares are listed; or (iii) any material Contract to which the Company Parent or any of its Subsidiaries is a party properties or by which the Company or any of its Subsidiaries or any of their respective properties assets may be bound, except as, in the case of clauses (ii) and (iii) as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries Parent in connection with the execution, delivery and performance of this Agreement by the Company Parent or the consummation by the Company or SpinCo Parent of the Merger, the Spin-Off Offer and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by filing of the Mexican Federal Law pre-merger notification report under the HSR Act and any Foreign Antitrust Laws set forth on Section 3.3(b) of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”)Company Disclosure Letter, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (Act, the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial federal securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iii) any filings required under the filing of a certificate of merger with the Secretary of State rules and regulations of the State of Delaware as required by the DGCL, Nasdaq Global Select Market and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company BylawsConstituent Documents, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (iv) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets or properties may be are bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of required payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties may are bound, (iv) result in any breach or violation of any Company Plan (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the material properties or assets of the Acquired Companies (or of Parent or any of its Subsidiaries following the Effective Time), except, in the case of clauses (ii), (iii) (other than with respect to Contracts of the nature described in Section 3.15(a)(v) or (vii)) and (iv) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate, has not had, and would not reasonably be boundexpected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any governmental or regulatory (including stock exchange) authority, agency, court, commission or other governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) (and any other applicable U.S. or Canadian federal, the rules and regulations promulgated thereunder) and under state or provincial securities, takeover or securities and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iiiii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as filings required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) and any filings required under the applicable requirements of antitrust or other competition Laws of jurisdictions other than the Competition Act United States or investment Laws relating to foreign ownership (Canada) (the “Canadian Foreign Antitrust Laws”), (iii) in connection such filings as are necessary to comply with the executionapplicable requirements of the NASDAQ Global Market, delivery (iv) the filing with the Secretary of State of the State of Washington of the Articles of Merger as required by the WBCA and performance appropriate documents with the relevant authorities of this Agreement by other states or jurisdictions in which the Company or the consummation by the Company any of the Mergerits Subsidiaries is qualified to do business and (v) those other consents, the Spin-Off and the other transactions contemplated hereby approvals, orders, licenses, authorizations or compliance permits of, actions by, filings, registrations or declarations with the provisions hereof. The aggregate book value of the assets in Canada of or notifications that if not made or obtained, as applicable, would not be material to the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all taken as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 milliona whole.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo does Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger, the Spin-Off Merger and the other transactions contemplated hereby hereby, will not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and compliance authorizations contemplated by the Company clauses (i) through (iv) of subsection (b) below have been obtained and SpinCo with the provisions hereof will notall notices and filings described in such clauses have been made, conflict withviolate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub, or (iii) result in any breach or violation or breach of, or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, result in a right of payment or loss of benefit under, give rise to a any right of, or result in, of termination, cancellation, modification cancellation or acceleration of any obligation or to the loss of a benefit underof, or result in the creation of any Lien in or upon any of the material properties or rights assets of Parent or Merger Sub (including the Company or any Acquired Companies following the Effective Time) except in the case of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; clauses (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract above, as would not reasonably be expected to which prevent, materially delay, or impair the Company consummation of the Merger or any of its Subsidiaries is a party or the other transactions contemplated by which the Company or any of its Subsidiaries or any of their respective properties may be boundthis Agreement. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent and Merger Sub, and the consummation by the Company or SpinCo Parent and Merger Sub of the Merger, the Spin-Off Merger and the other transactions contemplated hereby hereby, do not require any consent, approval, order, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any Governmental Entity, except for (i) as required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities and “Mexican Antitrust blue sky” Laws”), (ii) such filings and reports as may be required under the HSR Act or any other applicable Antitrust Law, (iii) pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iiiiv) for the filing of a certificate of merger with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, DGCL and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect. No filing prevent, materially delay, or other action is required impair the consummation of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionby this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Charter, Company Bylaws, any Subsidiary’s Charter, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; Subsidiary’s Bylaws, (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (v) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment, decree, or similar requirement (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be are bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material Contract breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be boundexpected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Except as set forth in Section 3.4(b) of the Company or any of its Subsidiaries in connection with Disclosure Letter, the execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any United States federal, state, local, or municipal, or foreign country or province, or other governmental or regulatory authority (including any stock exchange), agency, court, commission, or other governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and any other applicable U.S. or Canadian federalthe rules and regulations promulgated thereunder, and under state or provincial securities, takeover or and “blue sky” laws or Laws, (ii) such filings as necessary to comply with the rules applicable requirements of the New York The NASDAQ Stock Exchange or the Toronto Stock ExchangeMarket LLC (“NASDAQ”), (iii) the filing of a certificate of merger with the Nevada Secretary of State of the State Articles of Delaware Merger as required by the DGCLNRS and such filings with Governmental Entities to satisfy the applicable Laws of U.S. states in which the Company and its Subsidiaries are qualified to do business, and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written any such consent, such other exchange as reasonably determined by the Companyapproval, and (v) such other consentsauthorization, approvalspermit, ordersaction, authorizations, registrations, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach ofcontravene, violate, breach, or constitute a default under (in each case, with or without notice or lapse of time, or both) under), or give rise to a right of, or result in, of termination, cancellation, modification or acceleration of any material obligation or to the loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Charter, the Company Bylaws, or Bylaws and the certificate articles of incorporation or and bylaws (or similar comparable organizational or governing documents) of any Subsidiary each of the Company; its Subsidiaries, (ii) except for the Convertible Note Hedge, the Warrant, the Indentures and the Company Credit Agreement, any Contract to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 3.5(b), any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) any material Contract ), as, individually or in the aggregate, would not reasonably be expected to which the Company or any of its Subsidiaries is have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundMaterial Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by filing of the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (pre-merger notification report under the “Mexican Antitrust Laws”)HSR Act, (ii) the filing with the SEC of (A) a proxy statement relating to the approval of this Agreement by Company’s shareholders (such proxy statement, as amended or supplemented from time to time, the “Proxy Statement”) pursuant to the Exchange Act, and (B) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing consents and approvals of a certificate of merger with the Secretary of State Governmental Entities set forth in Section 3.5(b) of the State of Delaware as required by the DGCLCompany Disclosure Letter, (iv) the filings of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (v) any required filings with, or notices to, NASDAQ, (vi) the filing of a listing application and associated documentation with respect to SpinCo the Articles of Merger with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange Florida Department of State as reasonably determined required by the CompanyFBCA and the filing of any appropriate documents as required by the business organization laws of the jurisdictions where Company is qualified to do business as a foreign corporation, and (vvii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent, Merger Sub I and SpinCo does notMerger Sub II, and the consummation by each of Parent, Merger Sub I and Merger Sub II of the MergerShare Issuance and the Transactions, do not and will not (i) conflict with or violate the Parent Charter, the Spin-Off Parent Bylaws, (ii) assuming that all consents, approvals and the other transactions authorizations contemplated hereby by clauses (i) through (v) of Section 4.4(b) have been obtained and compliance by the Company all filings and SpinCo with the provisions hereof will notnotifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict withwith or violate any Law, in each case that is applicable to any Parent Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, or acceleration of, any Contract that is material to the business of the Parent Companies, (iv) result in any breach or violation of any Parent Stock Plans (including any award agreement thereunder), or (v) result in the creation of any Lien in or upon any of the material properties or rights assets of any of the Company or any Parent Companies, other than, in the case of its Subsidiaries underclauses (ii), or give rise to any increased(iii), additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to(iv) and (v) above, any provision of: (i) such items that, individually or in the Company Charter or Company Bylawsaggregate, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject have not had, and would not reasonably be expected to the governmental filings and other matters referred to in paragraph (b) belowhave, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or each of Parent, Merger Sub I and Merger Sub II, and the consummation by the Company or SpinCo each of Parent, Merger Sub I and Merger Sub II of the Merger, the Spin-Off Share Issuance and the other transactions contemplated hereby Transactions, do not and will not require any consent, clearance, approval, waiting period expiration or compliance termination, order, license, authorization or permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any Governmental Entity, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to compliance with the applicable requirements of the Securities Act of 1933 (and the “Securities Act”rules and regulations promulgated thereunder) or and the Securities Exchange Act of 1934 (and the “Exchange Act”rules and regulations promulgated thereunder), (ii) and compliance with any other applicable U.S. international, federal or Canadian federal, state or provincial securities, takeover securities or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iii) the filing of a certificate premerger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable, of merger waivers, consents, clearances, approvals, waiting periods or agreements required under Regulatory Laws, (iv) such filings as are necessary to comply with the rules and regulations of the applicable requirements of the NYSE, (v) the filing with the Secretary of State of the State of Delaware of Certificate of Merger I and Certificate of Merger II, in each case as required by the DGCL, (iv) DGCL or the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, LLC Act and (vvi) where the failure to obtain such other consents, approvals, orders, authorizationslicenses, registrationsauthorizations or permits of, declarationsor to make such filings, filings and notices the failure of which to be obtained registrations or madedeclarations with or notifications to, any Governmental Entity, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation under, or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, or the certificate articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; , (ii) subject to the governmental filings and any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other matters referred to in paragraph contract, commitment, agreement, obligation, undertaking or other binding arrangement (beach, a “Contract”) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of The Nasdaq Stock Market (“Nasdaq”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Economic Competition 1976 (Ley Federal de Competencia Económica) (together with the rules and regulations promulgated thereunder, the “Mexican Antitrust LawsHSR Act”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or and the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange), (iii) the filing of a certificate the Articles of merger Merger with the Secretary Department of State of the State of Delaware Florida as required by the DGCLFBCA, (iv) any filings and approvals required under the filing rules and regulations of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the CompanyNasdaq, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement, the Saturn Support Agreement, the Xxxxxx Support Agreements, and the Post-Closing Stockholders Agreement by each of the Company Xxxxxx and SpinCo Merger Sub, as applicable, does not and will not, and the consummation of the Merger, the Spin-Off Share Issuance and the Charter Amendment and the other transactions contemplated hereby and thereby and compliance by the Company each of Xxxxxx and SpinCo Merger Sub with the provisions hereof and thereof will not, (i) conflict with or violate the Xxxxxx Charter, the Xxxxxx Bylaws or the articles of incorporation or bylaws of Merger Sub, (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties material properties, assets or rights of the Company Xxxxxx or any of its Subsidiaries, including Merger Sub, under any Contract to which Xxxxxx or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries is a party or by which the Company Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound, bound or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) subject to the governmental and regulatory filings and other matters referred to in Section 4.5(b), conflict with or violate any material Contract Law applicable to which the Company Xxxxxx or any of its Subsidiaries is a party or by which the Company Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound, except in the cases of clauses (ii) and (iii) above for any such conflicts, violations, breaches, defaults or other occurrences, individually or in the aggregate, that would not reasonably be expected to have a Xxxxxx Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company Xxxxxx or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement, the Saturn Support Agreement, the Xxxxxx Support Agreements or the Post-Closing Stockholders Agreement by the Company Xxxxxx and Merger Sub, as applicable, or the consummation by the Company or SpinCo Xxxxxx and/or Merger Sub, as applicable, of the Merger, the Spin-Off Share Issuance, the Charter Amendment and the other transactions contemplated hereby or thereby or compliance with the provisions hereofhereof or thereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (Act, the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover federal corporation or securities Laws and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iiiii) the filing of a certificate the Certificate of merger First Merger with the Secretary of State of the State of Delaware as required by the DGCL or any other filings and approvals required by the DGCL, (iii) the filing of the Certificate of Second Merger with the Secretary of State of the State of Delaware as required by the DGCL and the LLC Act or any other filings and approvals required by the DGCL and the LLC Act, (iv) the filing of a listing application the Amended and associated documentation with respect to SpinCo Restated Xxxxxx Charter with the NYSE MKTSecretary of State of the State of Delaware as required by the DGCL or any other filings and approvals required by the DGCL, (v) any filings and approvals required under the Toronto Stock Exchange orrules and regulations of the NYSE, with Parent’s prior written consent, (vi) such other exchange as reasonably determined items required by reason of the Companyparticipation of Saturn in the transactions contemplated hereby, and (vvii) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Xxxxxx Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company BylawsConstituent Documents, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (iv) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be are bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) except as set forth in Section 4.4(a) of the Company Disclosure Letter, result in any material breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Material Contract (as defined in Section 4.15 hereof) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may are bound, (iv) result in any breach or violation of any Company Plan, including any award agreement thereunder (it being understood that any rights arising under and pursuant to the terms of any Company Plan in connection with the transactions contemplated by this Agreement shall not be boundconsidered a breach or violation of such Company Plan), or (v) result in the creation of any Lien upon any of the properties or assets of the Acquired Companies, except, in the case of clauses (ii), (iii), (iv) and (v), for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does not have, and would not reasonably be expected to have, a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any governmental or regulatory (including stock exchange) authority, agency, court, commission or other governmental body (each, a “Governmental Entity”), except for (i) such filings as required under applicable requirements of the actions required by Exchange Act (and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económicarules and regulations promulgated thereunder) (the and under state securities and “Mexican Antitrust blue sky” Laws”), (ii) such the filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) and any filings required under the applicable requirements of antitrust or other competition Laws of jurisdictions other than the Competition Act United States or investment Laws relating to foreign ownership (Canada) (the “Canadian Foreign Antitrust Laws”), (iii) in connection such filings as are necessary to comply with the executionapplicable requirements of the Nasdaq Stock Market, delivery and performance (iv) the filing with the Secretary of this Agreement State of the State of Delaware of the Certificate of Merger as required by the Company DGCL and (v) any such consent, approval, authorization, permit, action, filing or notification the consummation by failure of which to make or obtain individually or in the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiariesdoes not have, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiarieswould not reasonably be expected to have, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 milliona Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries the Bank under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, or the certificate articles of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; Bank, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract” (disregarding any materiality qualifier herein)) to which the Company or the Bank is a party or by which the Company or the Bank or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 3.5(b), any Law material federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to the Company or any of its Subsidiaries the Bank or by which the Company or any of its Subsidiaries the Bank or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission, body or any court or other governmental authority or instrumentality (each, a “Governmental Entity Entity”) is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) Bank in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value , except for (i) such filings and reports as may be required pursuant to the applicable requirements of state or federal securities, takeover and “blue sky” laws, (ii) the filing of the assets Certificate of Merger with the Delaware Secretary of State as required by the DGCL and (iii) the receipt of such approvals and consents as are required under applicable banking Laws, including from the Office of the Comptroller of the Currency (the “OCC”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”), if applicable, and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices set forth in Canada Section 3.5(b) of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionDisclosure Letter.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company BylawsConstituent Documents, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (vi) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be are bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) except as set forth in Section 4.4 of the Company Disclosure Letter, result in any material breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Material Contract (as defined in Section 4.15 hereof) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may are bound, (iv) result in any breach or violation of any Company Plan (including any award agreement thereunder), or (v) result in the creation of any Lien upon any of the properties or assets of the Acquired Companies (or of Parent and its Subsidiaries following the Acceptance Time) except, in the case of clauses (ii), (iii), (iv) and (v), for any such conflict, breach, violation, default, loss, right or other occurrence that, individually or in the aggregate, has not had, and would not reasonably be boundexpected to have, a Material Adverse Effect and does not and would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any governmental or regulatory (including stock exchange) authority, agency, court, commission or other governmental body (each, a “Governmental Entity”), except for (i) such filings as required under applicable requirements of the actions required by Exchange Act (and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económicarules and regulations promulgated thereunder) (the and under state securities and “Mexican Antitrust blue sky” Laws”), (ii) such the filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) and any filings required under the applicable requirements of antitrust or other competition Laws of jurisdictions other than the Competition Act United States or investment Laws relating to foreign ownership (Canada) (the “Canadian Foreign Antitrust Laws”), (iii) such filings as are necessary to comply with the applicable requirements of the New York Stock Exchange or the NYSE Amex, (iv) the filing with the Secretary of State of the State of Minnesota of the Articles of Merger as required by the MBCA and appropriate documents with the relevant authorities of other states or jurisdictions in which the Company or any of its Subsidiaries is qualified to do business, (v) such filings as may be required under the MBCA or Chapter 80B of the Minnesota Statutes in connection with the execution, delivery and performance of transactions contemplated by this Agreement by and (vi) any such consent, approval, authorization, permit, action, filing or notification the Company failure of which to make or obtain would not, individually or in the consummation aggregate, reasonably be expected to have a Material Adverse Effect and does not and would not reasonably be expected to prevent or materially impede, interfere with, hinder or delay the performance by the Company of its obligations under this Agreement or the Merger, consummation of the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionhereby.

No Conflict; Consents and Approvals. (a) The execution, delivery Except for matters that have not resulted and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise would not reasonably be expected to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or maderesult, individually or in the aggregate, have not had and would not reasonably be expected to have in a Company Material Adverse Effect. No filing or other action is required Effect solely with respect to clauses (b) through (e) below, neither the execution and delivery of this Agreement by the Company nor the consummation of the Company transactions contemplated hereby will (a) violate or conflict with or result in any breach of its Subsidiaries any provision of the certificate of incorporation or bylaws of the Company, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any supranational, national, foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority (including the FDA), agency, commission, tribunal or body (a “Governmental Entity”) except (i) as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) and any applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) the Competition applicable requirements of the Securities Exchange Act (Canada) of 1934, as amended (the “Canadian Antitrust LawsExchange Act”) and the rules and regulations promulgated thereunder, (iii) the filing and recordation of appropriate merger documents as required by the DGCL, and (iv) the applicable requirements of the Nasdaq Global Market, (c) violate, conflict with, or result in connection a breach of any provisions of, or require any consent, waiver or approval or result in a default (or give rise to any right of termination, cancellation, modification, purchase or repurchase, option exercise, put or call, acceleration or any event that, with the executiongiving of notice, delivery and performance the passage of this Agreement time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any Contract to which the Company is a party or by which the Company, or any property or asset of the Company, is bound or affected, (d) result (or, with the giving of notice, the passage of time or otherwise, would result) in the creation or imposition of any mortgage, lien, pledge, charge, security interest or encumbrance of any kind on any asset of the Company (each, a “Lien”) other than (i) Liens which do not, individually or in the aggregate, materially detract from the value or materially interfere with any present or intended use of such property or assets (collectively, “Permitted Liens”) or (ii) Liens created by Parent or Purchaser, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or the consummation by the Company which any of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the its assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionare bound.

No Conflict; Consents and Approvals. (a) The The, execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby by this Agreement and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries under, or give rise to to, any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company Bylaws, Company’s Organizational Documents or the certificate of incorporation or bylaws (or similar organizational documents) Organizational Documents of any Subsidiary of the Company; , (ii) any Company Material Contract or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 4.5(b), any Law or any rule or regulation of Nasdaq applicable to the Company or any of its Subsidiaries Subsidiaries, or by which the Company or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, may be bound, or any rule or regulation except as, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) any ), as individually or in the aggregate, would not and would not reasonably be expected to be material Contract to which the Company or any of and its Subsidiaries is Subsidiaries, taken as a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundwhole. (b) No consent, approval, order Order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off Merger and the other transactions contemplated hereby by this Agreement or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements filing of the Securities Act Certificate of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger Merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, DGCL and (vii) such other consents, approvals, ordersOrders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have would not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of be material to the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all taken as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 milliona whole.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Omron, Parent and SpinCo Merger Sub does not, and the consummation of the MergerOffer, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company each of Parent and SpinCo Merger Sub with the provisions hereof will notnot (i) conflict with or violate the certificate of incorporation or bylaws of Omron, Parent or Merger Sub (or equivalent organizational documents), (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict withwith or violate any Law applicable to Omron, Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of: (i) the Company Charter Contract to which Omron, Parent or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries Merger Sub is a party or by which the Company Parent or any of its Subsidiaries Merger Sub or any of their respective properties may be are bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) ), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to which the Company or any of its Subsidiaries is have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent and Merger Sub, and the consummation by the Company or SpinCo Parent and Merger Sub of the MergerOffer, the Spin-Off Merger and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by Exchange Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the rules and regulations promulgated thereunder, and under state securities, takeover and “Mexican Antitrust Laws”)blue sky” laws, (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, (iii) such filings and reports as may be required pursuant necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) NASDAQ or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Tokyo Stock Exchange, (iiiiv) the filing of a certificate of merger with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, DGCL and (v) any such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, registrationsaction, declarations, filings and notices filing or notification with any Governmental Entity or stock exchange the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Adverse Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. Subject to (x) compliance with any requirements of the HSR Act and applicable Review Laws and (y) the filing by Purchaser of reports under the Exchange Act and as contemplated by the rules of the New York Stock Exchange, none of (1) the execution and delivery by Purchaser of the Original Agreement, this Amended Agreement and each Ancillary Agreement to which it is or will be a party, (2) the consummation by Purchaser and its Affiliates of the transactions contemplated hereby or thereby or (3) the compliance by Purchaser with any of the provisions hereof or thereof, as the case may be, will: (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does not, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, violate or result in any violation or breach of, any provision of the certificate of incorporation or default by-laws or other organizational documents of Purchaser or its Affiliates; (b) require Purchaser or any of its Affiliates to make any material registration, declaration or filing with, or obtain any material Consent from, any Governmental Authority; (c) conflict with, violate, or result in the breach by Purchaser or any of its Affiliates of any applicable Law; (d) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time, time or both) a default under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company require Purchaser or any of its Subsidiaries Affiliates to obtain any consent, approval or action of, make any filing with or give any notice to, any Person under, or give rise to any increasedright of termination or acceleration or otherwise adversely modify the terms, additional, accelerated or guaranteed rights or entitlements under, or require under any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject Contract to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company which Purchaser or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries Affiliates is a party or by which any of the Company assets or properties of Purchaser or any of its Subsidiaries or any of their respective properties may be Affiliates is bound.; or (e) result in the creation or imposition of any Lien (other than any Permitted Lien) upon any assets of Purchaser or its Affiliates; except, in the case of each of (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 c), (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”d) and any other applicable U.S. (e), where such conflict, violation, breach, termination, default, requirement, acceleration, increase in obligations, adverse modification or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules creation of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or madeLien, individually or in the aggregate, have has not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing prevent or other action is required of the Company materially impair or any of delay Purchaser from performing its Subsidiaries obligations under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Amended Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other Ancillary Agreements or from consummating the transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionthereby.

No Conflict; Consents and Approvals. (a) The Except as set forth in Section 4.5(a) of the CBA Disclosure Letter, the execution, delivery and performance of this Agreement by each of the Company and SpinCo CBA does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo CBA with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien Encumbrances in or upon any of the properties properties, assets or rights of the Company or any of its Subsidiaries CBA under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Charter or Company BylawsCBA Organizational Documents, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which a CBA Company is a party or by which any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in paragraph (bSection 4.5(b) below, any Law applicable to the a CBA Company or any of its Subsidiaries or by which the a CBA Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties assets may be bound. (b) No consent, approval, order Order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity Entity”) is required by or with respect to the a CBA Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company CBA or the consummation by the Company or SpinCo CBA of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate the Second Certificate of merger Merger with the Delaware Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionDLLCA.

No Conflict; Consents and Approvals. (a) The Except as set forth in Section 3.5(a) of the Xxxxxx Disclosure Letter, the execution, delivery and performance of this Agreement by each of the Company and SpinCo Ryland does not, and the consummation of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by the Company and SpinCo Xxxxxx with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties properties, assets or rights of the Company Xxxxxx or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: of (i) the Company Xxxxxx Charter or Company Ryland Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; Ryland, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which Xxxxxx or any of its Subsidiaries is a party or by which Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in paragraph (b) belowSection 3.5(b), any Law federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NYSE applicable to the Company Xxxxxx or any of its Subsidiaries or by which the Company Xxxxxx or any of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or any rule or regulation in the aggregate, has not had and would not reasonably be expected to have a Xxxxxx Material Adverse Effect (provided, that clause (9) of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any definition of their shares are listed; or (iii) any material Contract to which the Company or any Xxxxxx Material Adverse Effect shall be disregarded for purposes of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundthis Section 3.5(a)). (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity Entity”) is required by or with respect to the Company Xxxxxx or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company Xxxxxx or the consummation by the Company or SpinCo Xxxxxx of the Merger, the Spin-Off Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 1933, as amended (the “Securities Act”) or ), the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial federal securities, takeover or and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangelaws, (iiiii) the filing of a certificate the Certificate of merger Merger with the Delaware Secretary of State of the State of Delaware as required by the DGCL, (iv) and the filing of a listing application and associated documentation with respect the Certificate of Merger (or any other certificate, agreement or other document specified in the relevant provisions of the MGCL to SpinCo cause the Merger to be effective in Maryland) with the NYSE MKTMaryland Department, (iii) any filings and approvals required under the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Companyrules and regulations of NYSE, and (viv) such other consents, approvals, orders, authorizations, registrations, declarations, filings and or notices the failure of which to be obtained or made, individually or in the aggregate, have not had and or would not reasonably be expected to have a Company Xxxxxx Material Adverse Effect. No filing or other action is required Effect (provided, that clause (9) of the Company or any definition of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance Material Adverse Effect shall be disregarded for purposes of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionSection 3.5(b)).

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by each of and the Company and SpinCo does notAncillary Agreements to which it is a party, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries underTransactions, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary Organizational Documents of the Company; , (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (v) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be are bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. are bound or (iv) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) No consentbelow have been obtained and all filings described in such clauses have been made, approval, order or authorization of, or registration, declaration, filing with or notice to, give any Governmental Entity is required by the right to revoke, withdraw, suspend, cancel, terminate or with respect materially modify any material Permits and Approvals applicable to the Company Company, its Subsidiaries or any of its Subsidiaries their respective properties or assets, except, in connection with the execution, delivery and performance case of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, clauses (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT), the Toronto Stock Exchange orfor any such conflict, with Parent’s prior written consentbreach, such violation, default, loss, right or other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or madeoccurrence that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No . (b) The execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the Transactions, do not and will not require the Company to obtain any consent, approval, Order, authorization or permit of, action or waiver by, or to make any filing with or notification to, any governmental or regulatory authority in any jurisdiction anywhere in the world (including any stock exchange), agency, court, commission, or other action is governmental body (each, a “Governmental Entity”), except for (i) such filings as may be required under applicable requirements of the Company or any Securities Act of its Subsidiaries 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) the filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), (iii) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection such filings as are necessary to comply with the executionapplicable requirements of the NASDAQ, delivery (iv) the filing with the North Dakota Secretary of State of the Articles of Merger as required by the NDBCA, and performance (v) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) reasonably be expected to prevent or materially delay the Company from performing its obligations under this Agreement by or consummating the Transactions or (B), individually or in the aggregate, reasonably be expected to have a Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionMaterial Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company of the Transactions, do not and SpinCo will not (i) conflict with or violate the provisions hereof will notCompany Charter, the Company Regulations or the comparable organizational documents of any Material Company Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of Section 3.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict withwith or violate any U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree (collectively, “Law”), in each case that is applicable to any Acquired Company or by which any of its assets or properties is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, of payment or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Material Company Contract, (iv) result in any breach or violation of any Company Plan (including any award agreement thereunder) or (v) result in the creation of any Lien in or upon any of the material properties or rights assets of any of the Acquired Companies (or any properties or assets of any of the Parent Companies, other than the Acquired Companies, following the Effective Time), other than, in the case of clauses (ii), (iii) and (iv) above, any such items that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Company Material Adverse Effect or materially impair the ability of the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundTransactions. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the MergerTransactions, the Spindo not and will not require any consent, approval, order, license, authorization or permit of, action by, filing, registration or declaration with or notification to, any U.S. or non-Off and the U.S. governmental or regulatory authority (including any stock exchange or self-regulatory organization), agency, court, commission or other transactions contemplated hereby or compliance with the provisions hereofgovernmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to compliance with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or and the Securities Exchange Act of 1934 (the “Exchange Act”), including the filing with the SEC of the Form S-4 and Joint Proxy Statement, (ii) and compliance with any other applicable U.S. international, federal or Canadian federal, state or provincial securities, takeover securities or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeLaws, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, (iv) the filing of a listing application premerger notification and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and the receipt, termination or expiration, as applicable, of waivers, consents, approvals, waiting periods or agreements required under Regulatory Laws, (iv) such filings as are necessary to comply with the Competition Act (Canada) rules and regulations of the applicable requirements of NASDAQ and the New York Stock Exchange (the “Canadian Antitrust LawsNYSE”), (v) in connection the filing of an application for the approval of a Statement Regarding the Acquisition of Control, or “Form A” statement, with receipt of the approval of, the Specified Insurance Regulators, (vi) the filing with the execution, delivery and performance Secretary of this Agreement State of the State of Ohio of the Certificate of Merger as required by the OGCL and (vii) where the failure to obtain such consents, approvals, orders, licenses, authorizations or permits of, or to make such filings, registrations or declarations with or notifications to, any Governmental Entity, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or materially impair the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada ability of the Company and to perform its Subsidiaries, and obligations hereunder or prevent or unreasonably delay the gross revenues from sales in or from Canada generated from the assets in Canada consummation of any of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionTransactions.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Xxxxxx and SpinCo does notMerger Sub, and the consummation by Xxxxxx and Merger Sub of the Merger, the Spin-Off Merger and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate the certificate of incorporation or bylaws of Parent or the equivalent organizational documents of any of the Company’s Subsidiaries, including, without limitation, the articles of organization or operating agreement of Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by the Company clauses (i) through (vi) of subsection (b) below have been obtained and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable to Parent or any of its Subsidiaries or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation give rise to any right of termination, cancellation, amendment or acceleration of, any Lien in or upon any of the properties or rights of the Company Contract to which Parent or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries is a party or by which the Company Parent or any of its Subsidiaries or any of their respective properties may be are bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) ), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to which the Company or any of its Subsidiaries is have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent and Merger Sub, and the consummation by the Company or SpinCo Parent and Merger Sub of the Merger, the Spin-Off Merger and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”)Hilton Consent, (ii) such filings and reports as may be required pursuant under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, including under state securities, takeover and “blue sky” Laws, (iii) compliance with any applicable requirements of the HSR Act, (iv) such filings as necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeNYSE, (iiiv) the filing of a certificate of merger with the Secretary Florida Department of State of the State Articles of Delaware Merger, as required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the CompanyFBCA, and (vvi) such other consents, approvals, orders, authorizations, registrationspermits, declarationsactions, filings and notices or notifications the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company Parent and SpinCo does notMerger Sub, and the consummation by Parent and Merger Sub of the Merger, the Spin-Off Merger and the other transactions contemplated hereby hereby, do not and compliance will not (i) conflict with or violate the articles of incorporation or bylaws (or comparable organizational documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by the Company clauses (i) through (v) of subsection (b) below have been obtained and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable to Parent or Merger Sub or by which any of their respective properties are bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increasedright of termination, additionalcancellation, accelerated amendment or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant toacceleration of, any provision of: (i) the Company Charter Contract to which Parent or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries Merger Sub is a party or by which the Company Parent or any of its Subsidiaries Merger Sub or any of their respective properties may be are bound, or any rule or regulation except, in the case of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or clauses (ii) and (iii) ), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not reasonably be expected to which have, individually or in the Company or any of its Subsidiaries is aggregate, a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundParent Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Parent and Merger Sub, and the consummation by Parent and Merger Sub of the Company or SpinCo of transactions contemplated hereby, including the Merger, the Spin-Off do not and the other transactions contemplated hereby will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as required under applicable requirements of the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”)Exchange Act, and under state takeover laws, (ii) such filings required under the HSR Act and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeAntitrust Laws, (iii) such filings that are required under the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCLapplicable Investment Laws, (iv) the filing of a listing application and associated documentation with respect to SpinCo the Agreement of Merger with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange California Secretary of State as reasonably determined required by the CompanyCalifornia Corporation Law, and (v) any such other consentsconsent, approvalsapproval, ordersauthorization, authorizationspermit, registrationsaction, declarations, filings and notices filing or notification the failure of which to make or obtain would not reasonably be obtained or madeexpected to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation by the Company of the Merger, the Spin-Off Merger and the other transactions contemplated hereby and compliance by hereby, do not and, subject to the receipt of the Company and SpinCo with the provisions hereof Stockholder Approval will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) conflict with or violate the Company Charter or Company Bylaws, Bylaws or the certificate of incorporation or bylaws (or similar equivalent organizational documents) documents of any Subsidiary of the Company; ’s Subsidiaries, (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (v) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, are bound or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material Contract breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may are bound, except as set forth on Section 3.4 of the Company Disclosure Letter and except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be boundexpected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off Merger and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Exchange Act of 1933 1934, as amended (the “Exchange Act”) or the Securities Act of 1933, as amended (the “Securities Act”) or and the Securities Exchange Act rules and regulations promulgated thereunder, including, without limitation, the mailing of 1934 (the “Exchange Act”) Proxy Statement, and any other applicable U.S. or Canadian federal, under state or provincial securities, takeover or and “blue sky” laws or laws, (ii) compliance with any applicable requirements of the rules Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) such filings as necessary to comply with the applicable requirements of the New York Stock Exchange or (the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL“NYSE”), (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKTFlorida Department of State of the Articles of Merger, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined required by the Company, FBCA and the filing of any appropriate documents as required by the business organization Laws of the jurisdictions where the Company is qualified to do business as a foreign corporation and (v) such other consents, approvals, orders, authorizations, registrationspermits, declarationsactions, filings and notices or notifications the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notDakota, and the consummation by Dakota of the Mergertransactions contemplated hereby, do not and will not (i) conflict with or violate Dakota’s articles of incorporation or Dakota’s bylaws, (ii) conflict with or violate the Spin-Off equivalent organizational documents of any of Dakota’s Subsidiaries, (iii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below and the other transactions contemplated hereby Dakota Stockholder Approval have been obtained and compliance by the Company and SpinCo with the provisions hereof will notall filings described in such clauses have been made, conflict withwith or violate any Law applicable to Dakota or any of its Subsidiaries or by which any of their respective properties are bound or (iv) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation give rise to any right of termination, cancellation, amendment or acceleration of, any Lien in or upon any of the properties or rights of the Company Contract to which Dakota or any of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries is a party or by which the Company Dakota or any of its Subsidiaries or any of their respective properties may be are bound, or any rule or regulation except, in the case of the New York Stock Exchangeclauses (ii), the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) and (iv), for any material Contract such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to which the Company or any of its Subsidiaries is have a party or by which the Company or any of its Subsidiaries or any of their respective properties may be boundDakota Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Dakota, and the consummation by the Company or SpinCo Dakota of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the actions required by Securities Act and the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and “Mexican Antitrust Laws”)blue sky” laws, (ii) such filings and reports as may be required pursuant necessary to comply with the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock ExchangeNYSE American, (iii) the filing of a certificate of merger with the Nevada Secretary of State of the State First Merger Articles of Delaware Merger or the Second Merger Articles of Merger, each as required by the DGCLNRS, and (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written any such consent, such other exchange as reasonably determined by the Companyapproval, and (v) such other consentsauthorization, approvalspermit, ordersaction, authorizations, registrations, declarations, filings and notices filing or notification the failure of which to be obtained make or madeobtain would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Dakota Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 million.

No Conflict; Consents and Approvals. Subject, in the case of clauses (ii) and (iii) below, to the filing by Purchaser of reports under the Exchange Act and as contemplated by the rules of Nasdaq and to the requirements of the HSR Act and filings or applications required under the Laws of any non-U.S. jurisdiction, none of (a) The executionthe execution and delivery by Purchaser or, delivery and performance if applicable in the case of the Ancillary Agreements, any of its Subsidiaries, of this Agreement and the Ancillary Agreements to which it is or will be a party, (b) the consummation by each Purchaser or any such Subsidiary of the Company and SpinCo does not, and Transactions or (c) the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo Purchaser or any such Subsidiary with any of the provisions hereof will notor thereof, as the case may be, will: (i) conflict with, or result in any violation or the breach of, any provision of the certificate of incorporation or default by-laws or other organizational documents of Purchaser or any such Subsidiary; (with ii) require Purchaser or without notice or lapse of timeany such Subsidiary to make any material filing with, or bothobtain any material Consent from, any Governmental Authority; (iii) underconflict with, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, violate or result in the creation breach by Purchaser or any such Subsidiary in any material respect of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries under, applicable Law; or (iv) constitute a default under or give rise to any increasedright of notice, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver termination, cancellation or approval acceleration of any Person pursuant to, material right or obligation of Purchaser or any such Subsidiary or to a loss of any material benefit to which Purchaser or any such Subsidiary is entitled under any provision of: (i) the Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings and other matters referred to in paragraph (b) below, any Law applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective properties may be bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) any material Contract to which the Company binding upon Purchaser or any such Subsidiary; except in the case of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange Act”) and any other applicable U.S. or Canadian federal, state or provincial securities, takeover or “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchange, (iii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as required by the DGCL, clause (iv) the filing of a listing application and associated documentation with respect for such matters that would not have or reasonably be expected to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or madehave, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) or the Competition Act (Canada) (the “Canadian Antitrust Laws”) in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company material adverse effect upon Purchaser’s and its Subsidiaries’ ability to carry out its respective obligations under this Agreement and the Ancillary Agreements to which it is or will be a signatory, and to consummate the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionTransactions.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company Bylaws, Bylaws or the certificate of incorporation or bylaws (or similar equivalent organizational documents) documents of any Subsidiary of the Company; ’s Subsidiaries, (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (iv) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law (including common law), statute, rule, regulation, order, injunction, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets, rights or properties may be are subject or bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material Contract breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit or imposition of an obligation under, or give rise to any right of termination, cancellation, amendment or acceleration of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets, rights or properties may be bound. are subject or bound or (biv) No consentresult in the imposition of any Lien, approvalother than Permitted Liens, order on any asset, right or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to property of the Company or any of its Subsidiaries Subsidiaries, except, in connection with the case of clauses (ii) through (iv), for any such conflict, breach, violation, default, loss, right, imposition or other occurrence that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any governmental or regulatory (including stock exchange) authority, agency, court, arbitrational tribunal, commission, or other federal, state, local or foreign governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), and any other applicable U.S. or Canadian federalthe rules and regulations promulgated thereunder, and under state or provincial securities, takeover or securities and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangelaws, (iiiii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as filings required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) ), and any filings required under the applicable requirements of antitrust or other competition laws of jurisdictions other than the Competition Act United States or investment laws relating to foreign ownership (Canada) (the “Canadian Foreign Antitrust Laws”), (iii) in connection such filings as necessary to comply with the executionapplicable requirements of the Nasdaq Global Select Market (“NASDAQ”), delivery (iv) the filing of the Articles of Merger with the Oregon Secretary of State and performance the Certificate of this Agreement Merger with the Delaware Secretary of State as required by the Company or the consummation by the Company of the Merger, the Spin-Off Oregon Act and the other transactions contemplated hereby DGCL and (v) any such consent, approval, authorization, permit, action, filing or compliance with notification the provisions hereof. The aggregate book value failure of which to make or obtain, individually or in the assets in Canada of the Company and its Subsidiariesaggregate, has not had, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiarieswould not reasonably be expected to have, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 milliona Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company Bylaws, Bylaws or the certificate of incorporation or bylaws (or similar equivalent organizational documents) documents of any Subsidiary of the Company; ’s Subsidiaries, (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (iv) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law (including common law), statute, rule, regulation, order, injunction, judgment or decree (collectively, “Law”) applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets, rights or properties may be are subject or bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material Contract breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit or imposition of an obligation under, or give rise to any right of termination, cancellation, amendment or acceleration of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets, rights or properties may be bound. are subject or bound or (biv) No consentresult in the imposition of any Lien on any asset, approval, order right or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to property of the Company or any of its Subsidiaries Subsidiaries, except, in connection with the case of clauses (ii), (iii) and (iv), for any such conflict, breach, violation, default, loss, right or other occurrence that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, authorization or compliance permit of, action by, filing with the provisions hereofor notification to, any governmental or regulatory (including stock exchange) authority, agency, court, arbitrational tribunal, commission, or other governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) ), and any other applicable U.S. or Canadian federalthe rules and regulations promulgated thereunder, and under state or provincial securities, takeover or securities and “blue sky” laws or the rules of the New York Stock Exchange or the Toronto Stock Exchangelaws, (iiiii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as filings required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) ), and any filings required under the applicable requirements of antitrust or other competition laws of jurisdictions other than the Competition Act United States or investment laws relating to foreign ownership (Canada) (the “Canadian Foreign Antitrust Laws”), (iii) in connection such filings as necessary to comply with the executionapplicable requirements of NASDAQ, delivery and performance (iv) the filing with the Nevada Secretary of this Agreement State of the Articles of Merger as required by the Company NRS and (v) any such consent, approval, authorization, permit, action, filing or notification the consummation by failure of which to make or obtain, individually or in the Company of the Mergeraggregate, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do would not exceed CDN$82 millionreasonably be expected to have a Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of the Company and SpinCo does notCompany, and the consummation of the Merger, the Spin-Off and the other transactions contemplated hereby and compliance by the Company and SpinCo with the provisions hereof will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or rights of the Company or any of its Subsidiaries undertransactions contemplated hereby, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of: do not and will not (i) conflict with or violate the Company Charter or Company BylawsConstituent Documents, or the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company; (ii) subject to the governmental filings assuming that all consents, approvals and other matters referred to in paragraph authorizations contemplated by clauses (i) through (iv) of subsection (b) belowbelow have been obtained and all filings described in such clauses have been made, conflict with or violate in any Law material respect any U.S. or foreign statute, law, ordinance, rule, regulation, order, judgment or decree (collectively, “Law”) or any settlement, injunction or award of any Governmental Entity, in each case that is applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective assets or properties may be are bound, or any rule or regulation of the New York Stock Exchange, the Toronto Stock Exchange or any other exchange on which any of their shares are listed; or (iii) result in any material breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or Company, any of its Subsidiaries or any of their respective assets or properties may are bound, (iv) result in any breach or violation in any material respect of any Company Plan (including any award agreement thereunder), or (v) result in the creation of any material Lien upon any of the material properties or assets of the Acquired Companies (or of Parent or any of its Subsidiaries following the Effective Time), except in the case of clause (iii) for any such conflict, breach, violation or default, loss, right or other occurrence that, individually or in the aggregate, has not had, and would not reasonably be boundexpected to have, a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by the Company or Company, and the consummation by the Company or SpinCo of the Merger, the Spin-Off and the other transactions contemplated hereby hereby, do not and will not require any consent, approval, order, license, authorization or compliance permit of, action by, filing, registration or declaration with the provisions hereofor notification to, any U.S. or non-U.S. governmental or regulatory (including stock exchange) authority, agency, court, commission or other governmental body (each, a “Governmental Entity”), except for (i) the actions required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) (the “Mexican Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the under applicable requirements of the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”) (and any other applicable U.S. or Canadian federal, the rules and regulations promulgated thereunder) and under state or provincial securities, takeover or securities and “blue sky” laws or Laws, including the rules of the New York Stock Exchange or the Toronto Stock ExchangeRegistration Statement, (iiiii) the filing of a certificate of merger with the Secretary of State of the State of Delaware as filings required by the DGCL, (iv) the filing of a listing application and associated documentation with respect to SpinCo with the NYSE MKT, the Toronto Stock Exchange or, with Parent’s prior written consent, such other exchange as reasonably determined by the Company, and (v) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. No filing or other action is required of the Company or any of its Subsidiaries under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”) and any filings required under the applicable requirements of antitrust or other competition Laws of jurisdictions other than the Competition Act United States or investment Laws relating to foreign ownership (Canada) (the “Canadian Foreign Antitrust Laws”), (iii) in connection such filings as are necessary to comply with the executionapplicable requirements of the NASDAQ Global Select Market, delivery (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and performance appropriate documents with the relevant authorities of this Agreement by other states or jurisdictions in which the Company or any of its Subsidiaries is qualified to do business and (v) such other consents, approvals, licenses, permits, orders, authorizations, registrations, declarations, notices and filings the absence of which, individually and in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect or prevent or materially impair or materially delay the consummation by the Company of the Merger, the Spin-Off and the other transactions contemplated hereby or compliance with the provisions hereof. The aggregate book value of the assets in Canada of the Company and its Subsidiaries, and the gross revenues from sales in or from Canada generated from the assets in Canada of the Company and its Subsidiaries, all as determined in accordance with the Canadian Antitrust Laws, do not exceed CDN$82 millionby this Agreement.