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

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company Parent Parties of this Agreement and the consummation by the Company Parent Parties of the Transactions Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCLMerger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”, the filing with the European Commission of a merger notification in accordance with the EUMR (if required), and such other filings as may be required under any foreign antitrust filings that the Company and Parent determine are required to be filed other Regulatory Laws (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 14D-9 13E-3 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws laws, (v) compliance with the rules and regulations of NASDAQ and (vi) the other consents and/or notices set forth on Section 3.4(a4.3(a) of the Company Parent Disclosure Letter (collectively, clauses (i) through (vi), the “Company Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effectimpair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreement. (b) Except as set forth on Section 3.4(b) Assuming receipt of the Company Disclosure LetterParent Approvals, the execution execution, delivery and delivery performance by the Parent Parties of this Agreement by the Company, and the consummation by the Company Parent Parties of the Transactions, Merger and the compliance by the Company other transactions contemplated herein do not and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company Parent or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company Parent or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any ContractContract binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right right, loss or loss Lien that would not, individually or in the aggregate, reasonably be expected impair, prevent or materially delay the ability of each of the Parent Parties to result in a Company Material Adverse Effectperform its obligations under this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Parent, Merger Sub and Guarantor, and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of Parent, Merger Sub or Guarantor, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) 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, Merger Sub or Guarantor 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, Merger Sub or Guarantor is a party or by which Parent, Merger Sub or Guarantor 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 would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Parent, Merger Sub and Guarantor, and the consummation by Parent and Merger Sub of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any Governmental Entity, other than except for (i) the filing with the Secretary of State such filings as may be required under applicable requirements of the State of Delaware of Exchange Act and the Certificate of Merger as required by the DGCLrules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” laws, (ii) the filing of the pre-merger notification report filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976 (the “HSR Act”), and any filings required under the applicable requirements of antitrust or other competition laws of jurisdictions other than the United States or investment laws relating to foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing)ownership, (iii) compliance such filings as necessary for the Company to comply with the applicable requirements of the Exchange ActNYSE, including (iv) the filing of the Schedule 14D-9 Certificate of Merger with the SEC, (iv) compliance with Delaware Secretary of State as required by the rules DGCL and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in have a Company Parent Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCLMerger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), the filing with the European Commission of a merger notification in accordance with Council Regulation (EC) No 139/2004 of the European Union (the “EUMR”) (if required), and such other filings as may be required under any foreign antitrust filings that the Company and Parent determine are required to be filed other Regulatory Laws (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 14D-9 13E-3 with the SEC, (iv) compliance with the rules and regulations applicable requirements of NASDAQthe Securities Act, (v) compliance with any applicable foreign or state securities or blue sky laws and laws, (vi) compliance with the rules and regulations of NASDAQ, (vii) as may be required in connection with the Financing or as a result of the identity of, or facts or circumstances related to, the Parent Parties or any of their Affiliates (other than the Company and its Subsidiaries) and (viii) the other consents and/or notices consents, approvals, authorizations, permits, actions, filings and notifications set forth on in Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vivii), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in constitute a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) Assuming receipt of the Company Disclosure LetterApprovals and the receipt of the Company Stockholder Approvals, the execution execution, delivery and delivery performance by the Company of this Agreement by the Company, and the consummation by the Company of the Transactions, Merger and the compliance by the Company other transactions contemplated herein do not and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Significant Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contractloan, guarantee of indebtedness or credit agreement, note, bond, debenture, mortgage, indenture, lease, agreement or other contract (collectively, “Contracts”) binding upon the Company or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right right, loss or loss Lien that would not, individually or in the aggregate, reasonably be expected to result in constitute a Company Material Adverse EffectEffect or that may be required in connection with the Financing or as a result of the identity of, or facts or circumstances related to, the Parent Parties or any of their Affiliates (other than the Company and its Subsidiaries).

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Parent and Merger Sub, and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby, do not and will not (i) conflict with or violate the articles of association of Parent or the certificate of incorporation or bylaws of 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 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 material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any Governmental EntityAuthority, other than except for (i) such filings as required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities and “blue sky” laws, (ii) the filings required under the HSR Act, any filings required under Foreign Antitrust Laws and the applicable requirements of Exon-Xxxxxx, (iii) such filings as necessary to comply with the applicable requirements of the London Stock Exchange, if any, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), DGCL and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in have a Company Parent Adverse Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by each of Parent, Merger Sub and Merger LLC, and the consummation by the Company each of Parent, Merger Sub and Merger LLC of the Transactions Transactions, do not and will not (i) conflict with or violate the Parent Charter, the Parent Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.4(b) have been obtained and all filings and notifications 45 (b) The execution, delivery and performance of this Agreement by each of Parent, Merger Sub and Merger LLC, and the consummation by each of Parent, Merger Sub and Merger LLC of the Transactions, do not and will not require any consent, approval, order, license, authorization or permit of, action by, filing filing, registration or declaration with or notification to to, any Governmental Entity, other than except for (i) compliance with the applicable requirements of the Securities Act (and the rules and regulations promulgated thereunder) and the Exchange Act (and the rules and regulations promulgated thereunder), (ii) compliance with any applicable international, federal or state securities or “blue sky” Laws, (iii) the filing of a premerger notification and report form under the HSR Act and the receipt, termination or expiration, as applicable, of waivers, consents, approvals, waiting periods or agreements required under the Regulatory Laws, (iv) such filings as are necessary to comply with the rules and regulations of the applicable requirements of the New York Stock Exchange (the “NYSE”), (v) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger and the certificate of merger in connection with the Subsequent Merger, in each case as required by the DGCL, (iivi) approval by FINRA under NASD Rule 1017 with respect to the filing change of ownership or control of broker deal entities that are Acquired Companies, (vii) approvals by the pre-merger notification report U.K. Financial Conduct Authority for a change in control under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 U.K. Financial Services and Markets Xxx 0000 and (viii) where the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required failure to be filed (and any actions or nonactions, waivers, obtain such consents, clearances approvals, orders, licenses, authorizations or approvals by a permits of, or to make such filings, registrations or declarations with or notifications to, any Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, would not reasonably be expected to result in have a Company Parent Material Adverse Effect. (b) Except as set forth on Section 3.4(b) Effect or materially impair the ability of the Company Disclosure LetterParent, the execution and delivery of this Agreement by the Company, Merger Sub or Merger LLC to perform their respective obligations hereunder or prevent or unreasonably delay the consummation by the Company of any of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCLMerger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 14D-9 13E-3 with the U.S. Securities and Exchange Commission (the “SEC”), (iviii) compliance with the rules and regulations applicable requirements of NASDAQthe Securities Act, (viv) compliance with any applicable foreign or state securities or blue sky laws laws, (v) compliance with the rules and regulations of NASDAQ, (vi) as may be required in connection with the Financing or as a result of the identity of, or facts or circumstances related to, the Parent Parties or any of their Affiliates (other than the Company and its Subsidiaries) and (vii) the other consents and/or notices consents, approvals, authorizations, permits, actions, filings and notifications set forth on in Section 3.4(a) 3.4 of the Company Disclosure Letter (collectively, clauses (i) through (vivii), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in constitute a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) Assuming receipt of the Company Disclosure LetterApprovals and the receipt of the Company Stockholder Approvals, the execution execution, delivery and delivery performance by the Company of this Agreement by the Company, and the consummation by the Company of the Transactions, Merger and the compliance by the Company other transactions contemplated herein do not and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contractloan, guarantee of indebtedness or credit agreement, note, bond, debenture, mortgage, indenture, lease, agreement or other contract (collectively, “Contracts”) binding upon the Company or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right right, loss or loss Lien that would not, individually or in the aggregate, reasonably be expected to result in constitute a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by the Beta Parties, and the consummation by the Company Beta Parties of the Transactions transactions contemplated hereby, do not and will not (i) conflict with or violate the Beta Charter or the Beta Bylaws or the equivalent organizational documents of any of Beta’s Subsidiaries, (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 Beta or any of its Subsidiaries or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Beta or any of its Subsidiaries is a party or by which Beta or any of its Subsidiaries 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 would not, individually or in the aggregate, reasonably be expected to have a Beta Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Beta Parties, and the consummation by the Beta Parties of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any Governmental Entity, other than except for (i) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” laws, (ii) the filings required under the HSR Act, (iii) such filings as necessary to comply with the applicable requirements of the NASDAQ Global Market, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger Merger, the Amended and Restated Beta Charter and the Beta Series A COD Amendment as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), DGCL and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in have a Company Beta Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Parent and Merger Subs, and the consummation by the Company Parent and Merger Subs of the Transactions transactions contemplated hereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws or equivalent governing documents of Parent or either 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 or either 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 or either Merger Sub is a party or by which Parent or either 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 would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Parent and Merger Subs, and the consummation by Parent and Merger Subs of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any Governmental Entity, other than except for (i) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” laws, (ii) the filings required under the HSR Act, (iii) such filings as necessary to comply with the applicable requirements of the New York Stock Exchange or any other applicable self-regulatory organization, including FINRA, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger Mergers as required by the DGCLDGCL and the DLLCA, and (iiv) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”)filings or notices required by, and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with from the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse EffectNew Hampshire Banking Department. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Parent and Merger Sub, and the consummation by the Company Parent and Merger Sub of the Transactions Offer, the Merger, the Top-Up Option and the other transactions contemplated hereby, do not and will not (i) conflict with or violate the articles of incorporation or bylaws (or comparable organizational documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by 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 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 or Merger Sub is a party or by which Parent or 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 would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any Governmental Entity, other than except for (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger such filings as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including (ii) such filings required under the HSR Act and the other applicable Antitrust Laws, (iii) the filing of the Schedule 14D-9 Articles of Merger with the SECOregon Secretary of State and the Delaware Secretary of State as required by the Oregon Act and the DGCL, (iv) compliance the filing with the rules SEC of (A) the Offer Documents, and regulations of NASDAQ(B) such other filings as may be required to be made by Parent or Merger Sub in accordance with the Exchange Act in connection with this Agreement, the Offer, the Merger, the Top-Up Option and the other transactions contemplated by this Agreement, and (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Company Parent Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The Except as set forth on Schedule 4.3(a) of the Company Disclosure Schedule, the execution, delivery and performance by the Company of this Agreement by the Company, and the consummation by the Company of the Transactions transactions contemplated hereby, do not and will not (i) conflict with or violate the Company Charter or Company Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of Section 4.3(b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to the Company or by which any of its properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, result in triggering any payment or other obligations, or result in the creation of a Lien on any property or asset of the Company pursuant to, any Contract to which the Company is a party or by which the Company or any of its 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 would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth on Schedule 4.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any Governmental EntityAuthority, except for (i) such filings as required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities and “blue sky” laws, (ii) the filings required under the HSR Act and any filings required under the applicable requirements of antitrust or other competition laws of jurisdictions other than the United States or investment laws relating to foreign ownership (i“Foreign Antitrust Laws”), (iii) any requirements set forth in the Exon-Xxxxxx Amendment to the Defense Production Act of 1950, as amended (“Exon-Xxxxxx”), (iv) the requirements set forth in Part 122.4(b) of the International Traffic in Arms Regulations (“ITAR”) of the U.S. Department of State, (v) such filings as necessary to comply with the applicable requirements of the NYSE Amex, and (vi) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State Articles of Delaware of Merger and the Certificate of Merger as required by the DGCLMerger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), and any foreign antitrust or similar filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SECProxy Statement, (iv) compliance with the rules and regulations applicable requirements of NASDAQthe Securities Act, (v) compliance with any applicable foreign or state securities or blue sky laws and Laws, (vi) compliance with the rules and regulations of NYSE, (vii) as may be required as a result of the identity of, or facts or circumstances related to, Parent of any of its Affiliates (other than the Company and its Subsidiaries) and (viii) the other consents and/or notices consents, approvals, authorizations, permits, actions, filings and notifications set forth on in Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (viviii), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in constitute a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) Assuming receipt of the Company Disclosure LetterApprovals and the receipt of the Shareholder Approval, the execution execution, delivery and delivery performance by the Company of this Agreement by the Company, and the consummation by the Company of the Transactions, Merger and the compliance by the Company other transactions contemplated herein do not and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contractloan, guarantee of Indebtedness or credit agreement, note, bond, debenture, mortgage, indenture, lease, agreement or other Contract binding upon the Company or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right right, Loss or loss Lien that would not, individually or in the aggregate, reasonably be expected to result in constitute a Company Material Adverse EffectEffect or that may be required as a result of the identity of, or facts or circumstances related to, Parent of any of its Affiliates (other than the Company and its Subsidiaries).

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by the Company, and the consummation by the Company of the Transactions transactions contemplated hereby, do not and will not: (i) conflict with or violate the Company Memorandum or the Company Articles; (ii) assuming that the representations and warranties of Parent and Merger Sub in Section 4.8 are accurate, and that all consents, approvals and authorizations contemplated by paragraph (b) below have been obtained and all filings described therein have been made, conflict with or violate any Law applicable to the Company or any of its Subsidiaries 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 the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Company Contract; except, in the case of clauses (ii) and (iii), for any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not, with respect to the Company and its Subsidiaries, require any consent, approval, authorization or permit of, or action by, filing with or notification to to, any Governmental Entity, other than except for (i) such filings as may be required under the filing with Securities Exchange Act of 1934, as amended (the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL“Exchange Act”), (ii) such filings as may be required under any state securities or “blue sky” laws, (iii) the filing of the pre-merger notification report filings required under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust (iv) such filings that the Company and Parent determine as are required necessary to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance comply with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQNew York Stock Exchange, (v) compliance the filing with any applicable foreign or state securities or blue sky laws the Registrar of the Articles of Merger and Plan of Merger as required by the BVI Act, and (vi) the any such other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectivelyconsents, clauses (i) through (vi)approvals, the “Company Approvals”)authorizations, and other than any consentPermits, approvalactions, authorization, permit, action, filing filings or notification notifications the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Omega and Omega Parent, and the consummation by the Company Omega and Omega Parent of the Transactions transactions contemplated hereby, do not and will not (i) conflict with or violate the organizational documents of Omega Parent, the Omega Charter, the Omega Bylaws or the equivalent organizational documents of any of Omega’s Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to Omega Parent, Omega or any of Omega’s Subsidiaries or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which Omega Parent, Omega or any of Omega’s Subsidiaries is a party or by which Omega Parent, Omega or any of Omega’s Subsidiaries 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 would not, individually or in the aggregate, reasonably be expected to have an Omega Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Omega and Omega Parent and the consummation by Omega and Omega Parent of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any governmental or regulatory (including stock exchange) authority, agency, court commission, or other governmental body (each, a “Governmental Entity”), other than except for (i) such filings as may be required under applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” laws, (ii) the filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the filing with the Secretary of State of the State of Delaware of the First Certificate of Merger and the Second Certificate of Merger as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), DGCL and any foreign antitrust filings that the Company DLLCA and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company have an Omega Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The Neither the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the CompanyParent, nor the consummation by the Company of the Transactions, Offer and the other transactions contemplated hereby and compliance by the Company and its subsidiaries Parent with any of the provisions of this Agreement will not (i) hereof will, conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation or breach of, or default (with or without notice, notice or lapse of time, or both) under, or give rise to a right of of, or result in, termination, cancellation cancellation, modification or acceleration of any obligation or to the loss of a material benefit under under, or result in the creation of any ContractLien in or upon any of the properties, assets or rights of Parent under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the certificate of incorporation or bylaws or equivalent organizational documents of Parent, (ii) any Contract to which Parent is a party by which Parent or any of its properties or assets may be bound or (iii) subject to the governmental filings and other thanmatters referred to in Section 3.3(b), any Law or any rule or regulation of the Nasdaq Global Select Market applicable to Parent or by which Parent or any of its 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 in connection with the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the Offer 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 HSR Act and any Foreign Antitrust Laws set forth on Section 3.3(b) of the Company Disclosure Letter, (ii) such violationfilings and reports as required pursuant to the applicable requirements of the Securities Act, conflictthe Exchange Act and any other applicable state or federal securities, defaulttakeover and “blue sky” Laws, termination(iii) any filings required under the rules and regulations of the Nasdaq Global Select Market and (iv) such other consents, cancellationapprovals, accelerationorders, right authorizations, registrations, declarations, filings or loss that would notnotices the failure of which to be obtained or made, individually or in the aggregate, have not had and would not reasonably be expected to result in have a Company Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Parent and Merger Sub, and the consummation by the Company Parent and Merger Sub of the Transactions transactions contemplated hereby, do not and will not (i) conflict with or violate the memorandum of association or certificate of incorporation (as applicable) or bye-laws 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 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 or Merger Sub is a party or by which Parent or 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 would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by the Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any Governmental Entity, other than except for (i) the filing with the Secretary of State such filings as may be required under applicable requirements of the State of Delaware of Exchange Act and the Certificate of Merger as required by the DGCLrules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” laws, (ii) the filing of the pre-merger notification report filings required under the Xxxx-Xxxxx-Xxxxxx any Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing)Laws, (iii) compliance such filings as necessary to comply with the applicable requirements of the Exchange ActNew York Stock Exchange, including (iv) such filings with the Bermuda Monetary Authority as necessary in order to obtain exchange control permission to permit the Parent to become the sole member of the Surviving Company pursuant to the Bexxxxx Xxxxxxxx Xxxxxxx Xxx 0000, and applicable regulations, (v) the notification to the Bermuda Monetary Authority of the Merger and change in beneficial ownership of the Company and its Subsidiaries which are incorporated in Bermuda, and similar notifications for the change in beneficial ownership of the Company and its Subsidiaries other than in Bermuda, as applicable, (vi) the filing of the Schedule 14D-9 Merger Application with the SEC, (iv) compliance with Registrar pursuant to the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws Bermuda Companies Act as contemplated under ‎Section 1.3 and (vivii) the any other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in have a Company Parent Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware Registrar of the Certificate of Merger as required by the DGCLCompanies Act, (ii) the filing of the pre-merger notification report under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance the filing with the applicable requirements SEC of any filings and reports that may be required in connection with this Agreement and the Merger under the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws laws, and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would notnot be material to the Company and its Subsidiaries, individually or in the aggregate, reasonably be expected to result in take as a Company Material Adverse Effectwhole. (b) Except as set forth on Section 3.4(b) None of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and or the compliance by the Company and or any of its subsidiaries Subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any material violation of, or material default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse EffectContract.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCLMerger, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 1976, as amended (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions expiration or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations termination of the waiting periods, required in connection with the foregoing)period thereunder, (iii) the Irish Bank Approval, (iv) notification to the Financial Sector Conduct Authority of South Africa, (v) the Ontario Securities Commission Clearance, (vi) notice to the Australian Securities & Investments Commission, (vii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 14D-9 13E-3 with the SEC, (ivviii) compliance with the rules and regulations applicable requirements of NASDAQthe Securities Act, (vix) compliance with any applicable foreign or state securities or blue sky laws laws, (x) compliance with the rules and (vi) the other consents and/or notices set forth on Section 3.4(a) regulations of the Company Disclosure Letter NYSE (collectively, clauses (i) through (vix), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would notnot be reasonably likely to result in, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) Assuming receipt of the Company Disclosure LetterApprovals and the Company Stockholder Approvals, the execution execution, delivery and delivery performance by the Company of this Agreement by the Company, and the consummation by the Company of the Transactions, Merger and the compliance by the Company other transactions contemplated herein do not and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Company Material Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right right, loss or loss Lien that would notnot be reasonably likely to result in, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company Parent Parties of this Agreement and the consummation by the Company Parent Parties of the Transactions Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCLMerger, (ii) the filing of the pre-merger notification report such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed Regulatory Laws (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 14D-9 13E-3 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws laws, (v) compliance with the rules and regulations of NASDAQ and (vi) the other consents and/or notices set forth on Section 3.4(a) 4.3 of the Company Parent Disclosure Letter (collectively, clauses (i) through (vi), the “Company Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effectimpair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreement. (b) Except as set forth on Section 3.4(b) Assuming receipt of the Company Disclosure LetterParent Approvals, the execution execution, delivery and delivery performance by the Parent Parties of this Agreement by the Company, and the consummation by the Company Parent Parties of the Transactions, Merger and the compliance by the Company other transactions contemplated herein do not and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company Parent or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company Parent or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any ContractContract binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right right, loss or loss Lien that would not, individually or in the aggregate, reasonably be expected impair, prevent or materially delay the ability of each of the Parent Parties to result in a Company Material Adverse Effectperform its obligations under this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by Guarantor, Parent and Merger Sub, and the consummation by the Company Guarantor, Parent and Merger Sub of the Transactions Merger and the other transactions contemplated hereby, do not and will not (i) conflict with or violate the articles of incorporation or bylaws (or comparable organizational documents) of Guarantor, 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 Guarantor, Parent or Merger Sub or by which any of their respective properties are bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Guarantor, Parent or Merger Sub is a party or by which Guarantor, Parent or 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 would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Guarantor, Parent and Merger Sub, and the consummation by Guarantor, Parent and Merger Sub of the transactions contemplated hereby, including the Merger, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to to, any Governmental Entity, other than except for (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger such filings as required by the DGCL, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including and under state takeover laws, (ii) such filings required under the HSR Act and the other applicable Antitrust Laws, (iii) such filings that are required under the applicable Investment Laws, (iv) the filing of the Schedule 14D-9 Articles of Merger with the SEC, (iv) compliance with Oregon Secretary of State as required by the rules and regulations of NASDAQOregon Act, (v) compliance such filings that are required under applicable Laws of the People’s Republic of China with any applicable foreign or state securities or blue sky laws the competent National Development and Reform Commission (NDRC), Ministry of Commerce (MOFCOM) and State Administrative of Foreign Exchange (SAFE), and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Company Parent Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware North Carolina of the Certificate Articles of Merger as required by the DGCLNCBCA, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), ) and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 14D-9 13E-3 with the SEC, (iv) compliance with the rules and regulations of NASDAQthe NYSE, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) of The execution, delivery and performance by the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, and the consummation by the Company of the Transactions, Merger and the compliance by the Company other transactions contemplated herein do not and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) assuming receipt of the Company Approvals and the receipt of the Shareholder Approval, violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contractcontract or result in the imposition of any Lien (other than a Permitted Lien) on any property of the Company or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right right, Lien or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company Parent Parties of this Agreement and the consummation by the Company Parent Parties of the Transactions Merger and the other transactions contemplated herein do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCLMerger, (ii) the filing of the pre-merger notification report such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed Regulatory Laws (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Proxy Statement and the Schedule 14D-9 13E-3 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (viv) compliance with the other consents and/or notices set forth on Section 3.4(a) rules and regulations of the Company Disclosure Letter NASDAQ (collectively, clauses (i) through (viv), the “Company Parent Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effectimpair, prevent or materially delay the ability of each of the Parent Parties perform its obligations under this Agreement. (b) Except as set forth on Section 3.4(b) Assuming receipt of the Company Disclosure LetterParent Approvals, the execution execution, delivery and delivery performance by the Parent Parties of this Agreement by the Company, and the consummation by the Company Parent Parties of the Transactions, Merger and the compliance by the Company other transactions contemplated herein do not and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company Parent or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company Parent or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any ContractContract binding upon Parent or any of its Subsidiaries or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Parent or any of its Subsidiaries, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right right, loss or loss Lien that would not, individually or in the aggregate, reasonably be expected impair, prevent or materially delay the ability of each of the Parent Parties to result in a Company Material Adverse Effectperform its obligations under this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Transactions do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Entity, other than (i) the filing with the Secretary of State of the State of Delaware Registrar of the Certificate of Merger as required by the DGCLCompanies Act, (ii) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required to be filed (and any actions or nonactions, waivers, consents, clearances or approvals by a Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance the filing with the applicable requirements SEC of any filings and reports that may be required in connection with this Agreement and the Merger under the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws laws, and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would notnot be material to the Company and its Subsidiaries, individually or in the aggregate, reasonably be expected to result in take as a Company Material Adverse Effectwhole. (b) Except as set forth on Section 3.4(b) None of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, the consummation by the Company of the Transactions, and or the compliance by the Company and or any of its subsidiaries Subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any material violation of, or material default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse EffectContract.

No Conflict; Consents and Approvals. (a) The executionSubject to receipt of the consents, approvals and waivers referred to in Section 4.03(a) of the Purchaser Disclosure Schedule, neither the execution and delivery and performance by the Company Purchaser, any of the Purchasing Subsidiaries or any of the Principal Purchaser Subsidiaries of this Agreement and the Ancillary Agreements to which it is or will be party, nor the consummation of the transactions contemplated thereby or the compliance by the Company Purchaser, any of the Transactions do not and will not require Purchasing Subsidiaries or any consent, approval, authorization or permit of, action by, filing of the Principal Purchaser Subsidiaries with or notification to any Governmental Entity, other than of the provisions thereof will: (i) conflict with, violate or result in the filing with the Secretary of State breach of, any provision of the State certificate of Delaware incorporation or by-laws or other organizational documents of the Certificate Purchaser, any of Merger as required by the DGCL, Purchasing Subsidiaries or any of the Principal Purchaser Subsidiaries; (ii) conflict with, violate, or result in the filing breach by the Purchaser, any of the pre-merger notification report under Purchasing Subsidiaries or any of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Principal Purchaser Subsidiaries of 1976 any applicable Law (assuming satisfaction of the “HSR Act”condition in Section 8.02(b)); (iii) conflict with, and any foreign antitrust filings that violate, result in the Company and Parent determine are required to be filed (and any actions breach or nonactions, waivers, consents, clearances or approvals by a Governmental Entitytermination of, or expirations constitute a default or terminations give rise to any right of waiting periodstermination or acceleration or right to increase the obligations or otherwise modify the terms under any Purchaser Contract; or (iv) result in the creation of any Lien upon any assets of the Purchaser and its Subsidiaries, required in connection each case, with respect to the foregoingforegoing clauses (ii), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, and (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”)except for such conflicts, violations, breaches, terminations, defaults, rights or Liens that have not had and other than any consent, approval, authorization, permit, action, filing or notification the failure of which would not reasonably be expected to make or obtain would nothave, individually or in the aggregate, reasonably be expected to result in a Company Purchaser Material Adverse Effect. (b) Except for as set forth on Section 3.4(b4.03(b) of the Company Purchaser Disclosure LetterSchedule, the execution and delivery of this Agreement no consent, approval or authorization of, permit from, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by the Company, the consummation by the Company of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company Purchaser or any of its SubsidiariesSubsidiaries in connection with the execution, (ii) violate any Law binding upon delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, except where the failure to obtain such consent, approval, authorization or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assetspermit, or (iii) result in any violation ofto make such declaration, filing or default (with or without notice, lapse of time, or both) under, or give rise registration has not had and would not reasonably be expected to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would nothave, individually or in the aggregate, reasonably be expected to result in a Company Purchaser Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance by the Company of this Agreement by the Company, and the consummation by the Company of the Transactions Transactions, do not and will not (i) conflict with or violate the Company Charter, the Company Bylaws or the comparable charter or organizational documents of any Material Company Subsidiary, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of Section 3.4(b) have been obtained and all filings and notifications described in such clauses have been made and any waiting periods related thereto have terminated or expired, conflict with or violate any U.S. or non-U.S. federal, state or local law, statute, code, directive, ordinance, rule, regulation, order, judgment, writ, 13 (b) The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the Transactions, do not and will not require any consent, approval, order, license, authorization or permit of, action by, filing filing, registration or declaration with or notification to to, any U.S. or non-U.S. governmental or regulatory (including stock exchange or other self-regulatory organization) authority, agency, court, commission, Agency or other governmental body (each, a “Governmental Entity”), other than except for (i) compliance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), (and the rules and regulations promulgated thereunder) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (and the rules and regulations promulgated thereunder), (ii) compliance with any applicable international, federal or state securities or “blue sky” Laws, (iii) the filing of a premerger notification and report form under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt, termination or expiration, as applicable, of waivers, consents, approvals, waiting periods or agreements required under Regulatory Laws, (iv) notifications to the U.K. Financial Conduct Authority of a change in control in accordance with the applicable rules promulgated under the U.K. Financial Services and Markets Xxx 0000, (v) approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”) under NASD Rule 1017 with respect to the change of ownership or control of broker dealer entities that are Acquired Companies, (vi) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger and the certificate of merger in connection with the Subsequent Merger, in each case, as required by the DGCL, DGCL and (iivii) where the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), and any foreign antitrust filings that the Company and Parent determine are required failure to be filed (and any actions or nonactions, waivers, obtain such consents, clearances approvals, orders, licenses, authorizations or approvals by a permits of, or to make such filings, registrations or declarations with or notifications to, any Governmental Entity, or expirations or terminations of waiting periods, required in connection with the foregoing), (iii) compliance with the applicable requirements of the Exchange Act, including the filing of the Schedule 14D-9 with the SEC, (iv) compliance with the rules and regulations of NASDAQ, (v) compliance with any applicable foreign or state securities or blue sky laws and (vi) the other consents and/or notices set forth on Section 3.4(a) of the Company Disclosure Letter (collectively, clauses (i) through (vi), the “Company Approvals”), and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect. (b) Except as set forth on Section 3.4(b) Effect or materially impair the ability of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company, to perform its obligations hereunder or prevent or unreasonably delay the consummation by the Company of any of the Transactions, and the compliance by the Company and its subsidiaries with any of the provisions of this Agreement will not (i) conflict with, or breach any provision of, the organizational or governing documents of the Company or any of its Subsidiaries, (ii) violate any Law binding upon or applicable to the Company or any of its Significant Subsidiaries or any of their respective properties or assets, or (iii) result in any violation of, or default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right or loss that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.