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 Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of 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 Certificate of Incorporation or Bylaws of Parent or Merger Sub, (ii) any Parent Material Contract or Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, or by which Parent 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 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 Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate limited liability company agreement, articles of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b4.3(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or and Merger Sub or the consummation by Parent or and Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with actions required by the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange HSR Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, Act and the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” LawsAct, (iii) the filing of the Certificate Articles of Merger with the Delaware Secretary Department of State of Florida as required by the DGCLFBCA, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq Nasdaq, and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does notXxxxxx Sub, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with of the provisions hereof transactions contemplated hereby, do not and will not: (i) conflict with or violate the organizational documents of Parent or Merger Sub; (ii) assuming that all consents, approvals and authorizations contemplated by paragraph (b) below have been obtained and all filings described therein have been made, conflict withwith or violate any Law applicable to Parent or Merger Sub or by which any of their assets or 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) under, 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, material 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, assets or rights of Parent or any of its Subsidiaries under, or give rise toto any right of termination, any increasedcancellation, additional, accelerated amendment or guaranteed rights or entitlements underacceleration of, or require any notice, consent, waiver or approval payment of any Person pursuant toa penalty under, any provision of (i) the Certificate of Incorporation or Bylaws of Contract to which Parent or Merger Sub, (ii) any Parent Material Contract or Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Sub is a party or by which Parent their assets or any of its Subsidiaries, or any of their respective properties or assets, may be are bound, except as; 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 Parent Material Adverse Effect. (b) No consent, approval, Order or authorization of, or registration, declaration, filing with or notice to, for any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or madeitems that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, do not and will not, with respect to Parent and Merger Sub, require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under any state securities or “blue sky” laws, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iii) compliance with applicable requirements of the Exchange Act, (iv) compliance with applicable rules and regulations of Nasdaq, and (v) any such other items the failure of which to make or obtain would not, individually or in the aggregate, 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 Parent and Merger Sub the Northrim Parties does not, and the consummation of the Merger and the other transactions contemplated hereby Transactions and compliance by each of Parent Northrim and Merger Sub Northrim Bank 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, material 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, assets or rights of Parent Northrim, or any of its Subsidiaries 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 (i) the Certificate Northrim Articles or Northrim Bylaws or the articles of Incorporation incorporation or Bylaws bylaws of Parent or Merger SubNorthrim Bank, (ii) any Parent Material Contract to which a Northrim Party is a party or Permit by which any Northrim Party or any of its properties or assets may be bound or (iii) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b5.3(b), any material Law or any rule or regulation of Nasdaq applicable to Parent any Northrim Party or by which any Northrim Party or any of its Subsidiaries, or by which Parent or any of its Subsidiaries, or any of their respective properties or assets, 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 EffectEffect on Northrim. (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 Parent or any of its Subsidiaries Northrim Party in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub any Northrim Party or the consummation by Parent or Merger Sub the Northrim Parties of the Merger and the other transactions contemplated hereby Transactions or compliance with the provisions hereofactions contemplated or in connection with this Agreement, except for (i) the filing with the SEC filings of (x) the Joint Proxy Statementapplications and notices with, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Actrequests for approvals or waivers from, as may be required in connection with this Agreement applicable, federal and the transactions contemplated herebystate banking authorities and other Bank Regulatory Authorities, (ii) the filing of the S-4 Registration Statement and the Prospectus/Proxy Statement with the SEC, (iii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” LawsLaws in connection with the issuance of the Northrim Common Stock in the Merger, (iiiiv) filings with the Nasdaq Stock Exchange regarding the listing of the Northrim Common Stock to be issued in the Merger (v) the filing of the Certificate Articles of Merger with the Delaware Secretary Alaska Division of State Corporations and Professional Licensing (corporations section) as required by the DGCLACC and filings of articles of merger or combination with applicable Bank Regulatory Authorities in connection with the Merger, the Subsidiary Merger and the Bank Merger, (ivvi) any filings and approvals required under the rules and regulations approval of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq Bank Regulatory Authorities and (vviii) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse EffectEffect on Northrim.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b5.3(b), any material Law or any rule or regulation of Nasdaq the NYSE applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or and Merger Sub or the consummation by Parent or and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing compliance with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) any applicable requirements of the Exchange Act, as may be required in connection with this Agreement HSR Act and the transactions contemplated herebyany Foreign Antitrust Laws, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover the rules and “blue sky” Lawsregulations promulgated thereunder, (iii) the filing of the Certificate of 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 rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq NYSE and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect. (c) As of the date hereof, there is (i) no claim, action, suit, arbitration, alternative dispute resolution action or any other judicial or administrative proceeding pending against (or, to the knowledge of Parent, threatened against or naming as a party thereto) Parent or any of its Subsidiaries, (ii) to the knowledge of Parent, no investigation of a Governmental Entity pending or threatened against Parent or any of its Subsidiaries, and (iii) no outstanding order, writ, injunction or decree to which Parent or any of its Subsidiaries is subject, in each case, that has had or 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 Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (ii) any material Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b4.3(b), any material Law or any rule or regulation of Nasdaq the New York Stock Exchange applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or and Merger Sub or the consummation by Parent or and Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement pre-merger notification report under the HSR Act and the transactions contemplated herebyany filings related to any other Required Antitrust Approvals, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Lawslaws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common New York Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq Exchange and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of 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 not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (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 with or violate any Law applicable to Parent Material Contract or Permit Merger Sub or by which any of their respective properties are bound or (iii) subject to the governmental filings and other matters referred to result in Section 4.5 and Section 5.5(bany 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 material Law right of termination, cancellation, amendment or acceleration of, any rule or regulation of Nasdaq applicable Contract to which Parent or any of its Subsidiaries, Merger Sub is a party or by which Parent or any of its Subsidiaries, Merger Sub or any of their respective properties or assets, may be are bound, except asexcept, in the case of clauses (ii) and (iii), as for any such conflict, breach, violation, default, loss, right or other occurrence that would not, 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 Parent or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by Parent or and Merger Sub or Sub, and the consummation by Parent or and Merger Sub of the 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 filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, filings as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the under applicable requirements of the Securities Act, the Exchange Act and any other applicable the rules and regulations promulgated thereunder, and under state or federal securities, takeover and “blue sky” Lawslaws, (ii) the filings required under the HSR Act, (iii) such filings as necessary to comply with the applicable requirements of Nasdaq or NYSE, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq DGCL and (v) any such other consentsconsent, approvalsapproval, Ordersauthorization, authorizationspermit, registrationsaction, declarations, filings filing or notices 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of 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 not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (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 with or violate any Law applicable to Parent Material Contract or Permit Merger Sub or by which any of their respective properties are bound or (iii) subject to the governmental filings and other matters referred to result in Section 4.5 and Section 5.5(bany 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 material Law right of termination, cancellation, amendment or acceleration of, any rule or regulation of Nasdaq applicable Contract to which Parent or any of its Subsidiaries, Merger Sub is a party or by which Parent or any of its Subsidiaries, Merger Sub or any of their respective properties or assets, may be are bound, except asexcept, in the case of clauses (ii) and clause (iii), as for any such conflict, violation, breach, default, loss, right or other occurrence that would not, 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 Parent or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by Parent or and Merger Sub or Sub, and the consummation by Parent or and Merger Sub of the 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 filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, filings as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the under applicable requirements of the Securities Act, the Exchange Act and any other applicable the rules and regulations promulgated thereunder, and under state or federal securities, takeover and “blue sky” laws, (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, (iii) such filings as are necessary to comply with the applicable requirements of NASDAQ, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq DGCL and (v) any such other consentsconsent, approvalsapproval, Ordersauthorization, authorizationspermit, registrationsaction, declarations, filings filing or notices 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent Parent, First Merger Sub and Second Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs 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, material 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, assets or rights of Parent or any of its Subsidiaries Merger Subs 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 (i) the Certificate of Incorporation or Bylaws of Parent or First Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any Parent Material material Contract to which Parent, First Merger Sub or Permit Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b)4.4, any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Subs or by which Parent or any of its SubsidiariesParent, Merger Subs or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Subs in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub Subs or the consummation by Parent or Merger Sub Subs of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect. (c) The Parent Board, the First Merger Sub board and the Second Merger Sub board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the transactions contemplated by this Agreement. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the CVR Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or violate the Parent Charter or Parent Bylaws or the equivalent Organizational Documents of any of Parent’s Subsidiaries or Merger Sub (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 with or violate any Law applicable to Parent, any of its Subsidiaries 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 the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent, any of its Subsidiaries or Merger Sub is a party or by which Parent, any of its Subsidiaries, Merger Sub or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that that, individually or in the aggregate, has not constituted or resulted in, and would not reasonably be expected to constitute or result in, a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of Parent and or Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and or 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) under, or give rise to a right of, or result in, termination, cancellation, material 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 propertiestransactions contemplated hereby, assets or rights of Parent or any of its Subsidiaries under, or give rise to, any increased, additional, accelerated or guaranteed rights or entitlements under, or do not and will not require any consent, waiver approval, authorization or approval of any Person pursuant permit of, action by, filing with or notification to, any provision of Governmental Entity, except for (i) such filings as may be required under applicable requirements of the Certificate of Incorporation or Bylaws of Parent or Merger SubExchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” laws, (ii) any Parent Material Contract or Permit or the filings required under the HSR Act, (iii) subject such filings as necessary to comply with the governmental filings applicable requirements of Nasdaq, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and other matters referred to in Section 4.5 and Section 5.5(b)(v) any such consent, any material Law approval, authorization, permit, action, filing or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, or by which Parent or any of its Subsidiaries, or any of their respective properties or assets, may be bound, except asnotification, in each case with respect to a Governmental Entity, the case failure of clauses (ii) and (iii)which to make or obtain that, as individually or in the aggregate, has not had constituted or resulted in, and would not reasonably be expected to have constitute or result in, 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 Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien Lien, other than Permitted Liens, in or upon any of the properties, assets or rights of 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 Certificate of Incorporation Parent Charter or Bylaws of Parent or Merger SubArticles, (ii) any Parent Material Contract the Merger Sub Charter or Permit Merger Sub Bylaw or (iii) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b4.3(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Subsidiaries or by which Parent or any of its Subsidiaries, Subsidiaries or any of their respective properties or assets, assets may be bound, except asexcept, in the case of clauses (ii) and clause (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Parent Material Adverse Effect. (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 Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as pre-merger notification report under the HSR Act and filings or applications that may be required in connection with this Agreement under the Antitrust Laws of any non-U.S. jurisdictions, and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary Department of State of the State of New York as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings 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 Parent Material Adverse EffectNYBCL.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b5.3(b), any material Law or any rule or regulation of Nasdaq the New York Stock Exchange applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, assets may be bound, except as, in the case of clauses (ii) and (iii)) above, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or Xxxxxx and Merger Sub or the consummation by Parent or Xxxxxx and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing compliance with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange HSR Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to compliance with the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under compliance with the rules and regulations applicable requirements of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of 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 not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent Material Contract or Permit Merger Sub or by which any of their respective properties are bound or (iii) subject to the governmental filings and other matters referred to result in Section 4.5 and Section 5.5(bany 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 material Law right of termination, cancellation, amendment or acceleration of, any rule or regulation of Nasdaq applicable Contract to which Parent or any of its Subsidiaries, Merger Sub is a party or by which Parent or any of its Subsidiaries, Merger Sub or any of their respective properties or assets, may be are bound, except asexcept, in the case of clauses (ii) and (iii), as for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, has not had and would not have or 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 Parent or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by Parent or and Merger Sub or Sub, and the consummation by Parent or and Merger Sub of the 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 filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports filings as required under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable the rules and regulations promulgated thereunder, and under state or federal securities, takeover securities and “blue sky” Laws, (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, (iii) FCC Consents and any filings or other consents that may be required under the applicable requirements of Communications Laws of jurisdictions other than the United States (including any notifications or other filings that do not require consent) (iv) such filings as necessary to comply with the applicable requirements of the NASDAQ, (v) the filing with the Delaware Table of Contents Secretary of State of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, DGCL and (ivvi) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) other such other consentsconsent, approvalsapproval, Ordersauthorization, authorizationspermit, registrationsaction, declarations, filings filing or notices 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 Parent Adverse Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does notSub, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with of the provisions hereof transactions contemplated hereby, do not and will not: (i) conflict with or violate the organizational documents of Parent or Merger Sub; (ii) assuming that all consents, approvals and authorizations contemplated by paragraph (b) below have been obtained and all filings described therein have been made, conflict withwith or violate any Law applicable to Parent or Merger Sub or by which any of their assets or 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) under, 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, material 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, assets or rights of Parent or any of its Subsidiaries under, or give rise toto any right of termination, cancellation, amendment or acceleration of, 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 Certificate of Incorporation or Bylaws of Contract to which Parent or Merger Sub, (ii) any Parent Material Contract or Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Sub is a party or by which Parent their assets or any of its Subsidiaries, or any of their respective properties or assets, may be are bound, except as; 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 Parent Material Adverse Effect. (b) No consent, approval, Order or authorization of, or registration, declaration, filing with or notice to, for any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or madeitems that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, do not and will not, with respect to Parent and Merger Sub, require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under any state securities or “blue sky” laws, (ii) the filings required under the HSR Act and other applicable Antitrust Laws, (iii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iv) such filings and/or consents as the FCC may deem necessary in connection with the Merger and the transactions contemplated hereby, (v) compliance with applicable requirements of the Exchange Act, (vi) the CFIUS Approval, (vii) as set forth on Schedule 6.2(d), and (viii) any such other items the failure of which to make or obtain would not, individually or in the aggregate, 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 Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate articles of Incorporation incorporation or Bylaws bylaws (or similar organizational documents) of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b4.3(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 EffectEffect on Parent. (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 Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or and Merger Sub or the consummation by Parent or and Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “"blue sky” " Laws, (iiiii) the filing of the Certificate Articles of Merger with the Delaware Oregon Secretary of State as required by the DGCLOBCA, (iviii) any filings the receipt of such approvals and approvals consents as are required under applicable banking Laws, including from the rules Federal Reserve, the FDIC, the State of Washington Department of Financial Institutions (the "Washington DFI") and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq Oregon DFCS and (viv) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings or 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 Parent Material Adverse EffectEffect on Parent. As of the date hereof, Parent is not aware of any reason why the approvals set forth above and referred to in this Section 4.3(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 6.2(b).

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the CVR Agreement by each of Parent and Merger Sub does not and will not, respectively, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate of Incorporation or Bylaws organizational documents of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b5.3(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or Pxxxxx and Merger Sub or the consummation by Parent or Pxxxxx and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iviii) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq NASDAQ and (viv) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent Parent, First Merger Sub and Second Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs 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, material 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, assets or rights of Parent or any of its Subsidiaries Merger Subs 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 (i) the Certificate of Incorporation or Bylaws of Parent or First Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any Parent Material Contract to which Parent, First Merger Sub or Permit Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b)4.4, any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Subs or by which Parent or any of its SubsidiariesParent, Merger Subs or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Subs in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub Subs or the consummation by Parent or Merger Sub Subs of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect. (c) The Parent Board, the First Merger Sub board and the Second Merger Sub board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the transactions contemplated by this Agreement. No other state takeover statute or similar Law ​ ​ ​ applies or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the CVR Agreement by each of Parent and Merger Sub does not and will not, respectively, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate of Incorporation or Bylaws organizational documents of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b5.3(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or Xxxxxx and Merger Sub or the consummation by Parent or Xxxxxx and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Lawslaws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iviii) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq NASDAQ and (viv) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does notPurchaser, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with Purchaser of the provisions hereof transactions contemplated hereby, do not and will not: (i) conflict with or violate the organizational documents of Parent or Purchaser; (ii) assuming that all consents, approvals and authorizations contemplated by paragraph (b) below have been obtained and all filings described therein have been made, conflict withwith or violate any Law applicable to Parent or Purchaser or by which any of their assets or 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) under, 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, material 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, assets or rights of Parent or any of its Subsidiaries under, or give rise toto any right of termination, any increasedcancellation, additional, accelerated amendment or guaranteed rights or entitlements underacceleration of, or require any notice, consent, waiver or approval payment of any Person pursuant toa penalty under, any provision of (i) the Certificate of Incorporation or Bylaws of Contract to which Parent or Merger Sub, (ii) any Parent Material Contract or Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Purchaser is a party or by which Parent their assets or any of its Subsidiaries, or any of their respective properties or assets, may be are bound, except as; 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 Parent Material Adverse Effect. (b) No consent, approval, Order or authorization of, or registration, declaration, filing with or notice to, for any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or madeitems that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of Parent and Purchaser, and the consummation by each of Parent and Purchaser of the transactions contemplated hereby, do not and will not, with respect to Parent and Purchaser, require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under any state securities or “blue sky” laws, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iii) compliance with applicable requirements of the Exchange Act, (iv) compliance with applicable rules and regulations of the New York Stock Exchange, and (v) any such other items the failure of which to make or obtain would not, individually or in the aggregate, 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 Parent and Parent, First Merger Sub does and Second Merger Sub do not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs 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, material 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, assets or rights of Parent or any of its Subsidiaries Merger Subs 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 (i) the Certificate of Incorporation or Bylaws of Parent or First Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any Parent Material material Contract to which Parent, First Merger Sub or Permit Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b)4.5, any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Subs or by which Parent or any of its SubsidiariesParent, Merger Subs or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Subs in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub Subs or the consummation by Parent or Merger Sub Subs of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Lawslaws, (iii) the filing of the First Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings the filing of the Second Certificate of Merger with the Delaware Secretary of State as required by the DGCL and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq DLLCA and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings or notices 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 Parent Material Adverse Effect. (c) The Parent Board, the First Merger Sub board and the Second Merger Sub board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the transactions contemplated by this Agreement. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Xxxxxx and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and Merger Sub with the provisions hereof will not, conflict with, or result in any violation or breach of, or default not (with or without notice or lapse of time, time or both) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of 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) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (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 with or violate any Law applicable to Parent Material Contract or Permit Merger Sub or by which any of their respective properties are bound, or (iii) subject to the governmental filings and other matters referred to result in Section 4.5 and Section 5.5(bany 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 material Law right of termination, cancellation, amendment or acceleration of, any rule or regulation of Nasdaq applicable Contract to which Parent or any of its Subsidiaries, Merger Sub is a party or by which Parent or any of its Subsidiaries, Merger Sub or any of their respective properties or assets, may be are bound, except asexcept, in the case of clauses (ii) and (iii), as for any such conflict or violation that would not, 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 Parent or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by Parent or Xxxxxx and Merger Sub or Sub, and the consummation by Parent or and Merger Sub of the 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 filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, filings as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the under applicable requirements of the Securities Act, the Exchange Act and any other applicable the rules and regulations promulgated thereunder, and under state or federal securities, takeover and “blue sky” laws, (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, (iii) such filings as are necessary to comply with the applicable requirements of Nasdaq, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq DGCL and (v) any such other consentsconsent, approvalsapproval, Ordersauthorization, authorizationspermit, registrationsaction, declarations, filings filing or notices notification the failure of which to be made or obtained or madewould not, individually or in the aggregate, have not had and would not 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 Parent Parent, First Merger Sub and Second Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs 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, material 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, assets or rights of Parent or any of its Subsidiaries Merger Subs 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 (i) the Certificate of Incorporation or Bylaws of Parent or First Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any Parent Material material Contract to which Parent, First Merger Sub or Permit Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b)4.4, any material Law or any rule or regulation of Nasdaq NYSE American applicable to Parent or any of its Subsidiaries, Merger Subs or by which Parent or any of its SubsidiariesParent, Merger Subs or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Subs in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub Subs or the consummation by Parent or Merger Sub Subs of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Lawslaws, (iii) the filing of the First Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) the filing of the Second Certificate of Merger with the Delaware Secretary of State as required by the DGCL and the DLLCA, (v) any filings and approvals required under by NYSE American or the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq Financial Industry Regulatory Authority, and (vvi) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect. (c) The Parent Board, the First Merger Sub board and the Second Merger Sub board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the transactions contemplated by this Agreement. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any of the other transactions contemplated by this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent Parent, Assertio and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent Parent, Assertio and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent Parent, Assertio or any of its Subsidiaries Merger Sub 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 (i) the Certificate of Incorporation or Bylaws of Parent Parent, Assertio or Merger Sub, (ii) any Parent Material material Contract to which Parent, Assertio or Permit Merger Sub is a party by which Parent, Assertio, Merger Sub 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 4.5 and Section 5.5(b)4.4, any material Law or any rule or regulation of Nasdaq applicable to Parent Parent, Assertio or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Assertio, Merger Sub or any of their respective properties or assets, 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 an Assertio Material Adverse Effect. (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 Parent Parent, Assertio or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or Parent, Assertio, Merger Sub or the consummation by Parent or Parent, Assertio, Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) a proxy statement relating to the Joint Proxy StatementAssertio Stockholders Meeting, (y) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the “Form S-4”) and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Lawslaws, (iii) the filing of the a Certificate of Merger in connection with the Assertio Reorganization with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance Merger to be listed on Nasdaq and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent an Assertio Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby hereby, do not and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of 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 not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (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 with or violate any Law applicable to Parent Material Contract or Permit Merger Sub or by which any of their respective properties are bound or (iii) subject to the governmental filings and other matters referred to result in Section 4.5 and Section 5.5(bany 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 material Law right of termination, cancellation, amendment or acceleration of, any rule or regulation of Nasdaq applicable Contract to which Parent or any of its Subsidiaries, Merger Sub is a party or by which Parent or any of its Subsidiaries, Merger Sub or any of their respective properties or assets, may be are bound, except asexcept, in the case of clauses (ii) and clause (iii), as for any such conflict, violation, breach, default, loss, right or other occurrence that would not, 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 Parent or any of its Subsidiaries in connection with the The execution, delivery and performance of this Agreement by Parent or and Merger Sub or Sub, and the consummation by Parent or and Merger Sub of the 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 filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, filings as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the under applicable requirements of the Securities Act, the Exchange Act and any other applicable the rules and regulations promulgated thereunder, and under state or federal securities, takeover and “blue sky” laws, (ii) the filings required under the HSR Act and any filings required under Foreign Antitrust Laws, (iii) such filings as are necessary to comply with the applicable requirements of the NYSE, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq DGCL and (v) any such other consentsconsent, approvalsapproval, Ordersauthorization, authorizationspermit, registrationsaction, declarations, filings filing or notices 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate articles of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b4.3(b), any material Law or any rule or regulation of Nasdaq the London Stock Exchange applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or and Merger Sub or the consummation by Parent or and Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state state, federal or federal foreign securities, takeover and “blue sky” Lawslaws, (ii) receipt of all licenses, findings of suitability, authorizations, registrations, approvals and Permits required to be obtained by Parent and/or Merger Sub under the applicable Gaming Laws in order to consummate the Merger and the other transactions contemplated hereby (“Gaming Licenses”, (iii) the filing of the Certificate Articles of Merger with the Delaware Nevada Secretary of State as required by the DGCLNRS, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common London Stock that are to be issued Exchange or the Financial Services Authority acting in the Parent Stock Issuance to be listed on Nasdaq its capacity as UK Listing authority (or its successor) and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b5.3(b), any material Law or any rule or regulation of Nasdaq NASDAQ applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or and Merger Sub of the Offer, the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange pre- merger notification report under the HSR Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Lawslaws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq NASDAQ and (v) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub does notSub, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub with of the provisions hereof transactions contemplated hereby, do not and will not: (i) conflict with or violate the organizational documents of Parent or Merger Sub; (ii) assuming that the representations and warranties of the Company in Article III are correct and all consents, approvals and authorizations contemplated by paragraph (b) below have been obtained and all filings described therein have been made, conflict withwith or violate any Law applicable to Parent or Merger Sub or by which any of their assets or 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) under, 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, material 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, assets or rights of Parent or any of its Subsidiaries under, or give rise toto any right of termination, cancellation, amendment or acceleration of, 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 Certificate of Incorporation or Bylaws of Contract to which Parent or Merger Sub, (ii) any Parent Material Contract or Permit or (iii) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Sub is a party or by which Parent their assets or any of its Subsidiaries, or any of their respective properties or assets, may be are bound, except as; 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 Parent Material Adverse Effect. (b) No consent, approval, Order or authorization of, or registration, declaration, filing with or notice to, for any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Laws, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (iv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings or notices the failure of which to be obtained or madeitems that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by each of Parent and Merger Sub, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, do not and will not, with respect to Parent and Merger Sub, require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under any state securities or “blue sky” laws, (ii) the filings required under the HSR Act, (iii) the filing with the Registrar of the Articles of Merger and Plan of Merger as required by the BVI Act, (iv) compliance with applicable requirements of the Exchange Act and (v) any such other items the failure of which to make or obtain would not, individually or in the aggregate, 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 Parent and Merger Sub does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and 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) under, or give rise to a right of, or result in, termination, cancellation, material 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, assets or rights of Parent or any of its Subsidiaries Merger Sub 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 (i) the Certificate of Incorporation or Bylaws of Parent or Merger Sub, (ii) any Contract to which Parent Material Contract or Permit Merger Sub is a party by which Parent, Merger Sub 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 4.5 and Section 5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Sub or by which Parent or any of its SubsidiariesParent, Merger Sub or any of their respective properties or assets, 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 order or authorization of, or registration, declaration, filing with or notice to, any Governmental Entity is required by or with respect to Parent or any of its Subsidiaries Merger Sub in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub or the consummation by Parent or Merger Sub of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre- merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, (ii) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (iiiii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Lawslaws, (iiiiv) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DGCL, (ivv) any filings and approvals required under the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (vvi) such other consents, approvals, Ordersorders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effectbe material to Parent.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by each of Parent and Parent, First Merger Sub does and Second Merger Sub do not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub Subs 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, material 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, assets or rights of Parent or any of its Subsidiaries Merger Subs 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 (i) the Certificate of Incorporation or Bylaws of Parent or First Merger Sub, (ii) the Certificate of Formation or limited liability company agreement of Second Merger Sub, (iii) any Parent Material Contract to which Parent, First Merger Sub or Permit Second Merger Sub is a party by which Parent, First Merger Sub, Second Merger Sub or any of their respective properties or assets may be bound, or (iiiiv) subject to the governmental filings and other matters referred to in Section 4.5 and Section 5.5(b), any material Law or any rule or regulation of Nasdaq applicable to Parent or any of its Subsidiaries, Merger Subs or by which Parent or any of its SubsidiariesParent, Merger Subs or any of their respective properties or assets, assets may be bound, except as, in the case of clauses (iiiii) and (iiiiv), as individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effectbe material. (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 Parent or any of its Subsidiaries Merger Subs in connection with the execution, delivery and performance of this Agreement by Parent or Merger Sub Subs or the consummation by Parent or Merger Sub Subs of the Merger and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing with the SEC of (x) the Joint Proxy Statement, (y) the Form S-4 and (z) such reports under Section 13(a) or 15(d) of the Exchange Act, as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act, the Exchange Act and any other applicable state or federal securities, takeover and “blue sky” Lawslaws, (iii) the filing of the Certificate First Certificates of Merger with the Delaware Secretary of State and Texas Secretary of State as required by the DGCLDGCL and TBOC, (iv) the filing of the Second Certificates of Merger with the Delaware Secretary of State and Texas Secretary of State as required by the DLLCA and TBOC. (c) The Parent Board, the First Merger Sub board and the Second Merger Sub board have taken and will take all actions necessary to ensure that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the transactions contemplated by this Agreement. No other state takeover statute or similar Law applies or purports to apply to the Merger, this Agreement or any filings and approvals required under of the rules and regulations of Nasdaq to permit the shares of Parent Common Stock that are to be issued in the Parent Stock Issuance to be listed on Nasdaq and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, filings 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 Parent Material Adverse Effecttransactions contemplated by this Agreement.