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

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter 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 or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does not have, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent each of Parent, Merger Sub I and Merger SubSub II, and the consummation by Parent each of Parent, Merger Sub I and Merger Sub II of the transactions contemplated hereby and therebyTransactions, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter documents) of Parent or Merger SubCharter, the Parent Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (bSection 4.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law or any settlement, injunction or award of any Governmental EntityLaw, in each case that is applicable to any Parent or Merger Sub Company or by which any of their respective its assets or properties are bound is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that is material to which the business of the Parent Companies, (iv) result in any breach or Merger Sub is a party or by which violation of any Parent or Merger Sub or Stock Plans (including any of their respective properties are boundaward agreement thereunder), or (ivv) result in the creation of any Lien upon any of the material properties or assets of any of the Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) exceptCompanies, other than, in the case of clauses (ii), (iii), (iv) and (ivv) of this paragraphabove, for any such conflictitems that, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does aggregate, have not havehad, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by Parent, Merger Sub and the Support Agreements by Parent and Merger SubGuarantor, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter equivalent organizational documents) of Parent Parent, Merger Sub or Merger SubGuarantor, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viv) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or 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 a right of guaranteed payment or 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 Parent, Merger Sub or Guarantor is a party or by which Parent or Parent, Merger Sub or Guarantor or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate does not haveaggregate, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent each of Parent, Merger Sub I and Merger SubSub II, and the consummation by Parent each of Parent, Merger Sub I and Merger Sub II of the transactions contemplated hereby Share Issuance and therebythe Transactions, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter documents) of Parent or Merger SubCharter, the Parent Bylaws, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (bSection 4.4(b) below have been obtained and all filings and notifications described in such clauses have been mademade and any waiting periods related thereto have terminated or expired, conflict with or violate any Law or any settlement, injunction or award of any Governmental EntityLaw, in each case that is applicable to any Parent or Merger Sub Company or by which any of their respective its assets or properties are bound is subject or bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract that is material to which the business of the Parent Companies, (iv) result in any breach or Merger Sub is a party or by which violation of any Parent or Merger Sub or Stock Plans (including any of their respective properties are boundaward agreement thereunder), or (ivv) result in the creation of any Lien upon any of the material properties or assets of any of the Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) exceptCompanies, other than, in the case of clauses (ii), (iii), (iv) and (ivv) of this paragraphabove, for any such conflictitems that, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does aggregate, have not havehad, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate of incorporation or articles of incorporation, as applicable, or bylaws (or comparable charter documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to 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 a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities Companies following the payment by Merger Sub for Shares pursuant to the OfferEffective Time) except, in the case of clauses (ii), (iii) and (iv) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does aggregate, has not havehad, and would could not reasonably be expected to have, a Parent Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated by this Agreement.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate articles of incorporation or bylaws (or comparable charter 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 or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub or by which any of their respective properties are bound bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent Parent, Merger Sub and Merger SubPartnership, and the consummation by Parent Parent, Merger Sub and Merger Sub Partnership of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate of incorporation formation or bylaws (limited liability company agreement or comparable charter documents) equivalent organizational documents of Parent Parent, Merger Sub or Merger SubPartnership, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vxi) of subsection (bSection 4.3(b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent Parent, Merger Sub or Merger Sub Partnership or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or the loss of a benefit under, or terminate or give rise to any right of termination, vesting, cancellation, amendment amendment, notification, purchase or sale (including any purchase option, option to sell, right of first refusal, right of first offer, right of first negotiation or similar option or right) under, or acceleration of, any Contract to which Parent or Merger Sub Partnership is a party or by which Parent Parent, Merger Sub or Merger Sub Partnership or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate does not haveaggregate, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by each of Omron, Parent and Merger SubSub does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by each of Parent and Merger Sub of with the transactions contemplated hereby and thereby, do not and provisions hereof will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter documents) of Omron, Parent or Merger SubSub (or equivalent organizational documents), (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Omron, Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Omron, Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate does not haveaggregate, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter documents) of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (viii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate in any material respect any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub or by which any of their respective properties are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any material Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective assets or properties are bound, or (iv) result in the creation of any material Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities Companies following the payment by Merger Sub for Shares pursuant to the OfferEffective Time) except, in the case of clauses (ii), clause (iii) and (iv) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does aggregate, has not havehad, and would could not reasonably be expected to have, have a Parent Material Adverse EffectEffect on Parent or Merger Sub.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent and Merger SubSubs, and the consummation by Parent and Merger Sub Subs of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate of incorporation or bylaws (or comparable charter documents) 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 or any settlement, injunction or award of any Governmental Entity, in each case 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 a right of guaranteed payment or 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, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate does not haveaggregate, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and by the Support Agreements by Parent and Merger SubCompany, and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate Company Charter or Company Bylaws or the equivalent organizational documents of incorporation or bylaws (or comparable charter documents) any of Parent or Merger Subthe Company’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 federal, state, local or foreign law, constitution, treaty, convention, ordinance, code, rule, regulation, order, judgment, decree, injunction, ruling or similar requirement enacted, adopted, promulgated or applied by a Governmental Entity (collectively, “Law”) applicable to the Company or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub its Subsidiaries or by which any of their respective properties or assets are bound or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which Parent the Company or Merger Sub any of its Subsidiaries is a party or by which Parent the Company or Merger Sub any of its Subsidiaries or any of their respective properties or assets are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate does not haveaggregate, and would not reasonably be expected to have, have a Parent Company Material Adverse EffectEffect (without giving effect to the exclusion from the definition of Company Material Adverse Effect contained in clause (8) of such definition insofar as such exclusion relates directly to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby) or except as set forth on Section 3.4(a)(iii) of the Company Disclosure Letter.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and by the Support Agreements by Parent and Merger SubBeta Parties, and the consummation by Parent and Merger Sub the Beta Parties of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate Beta Charter or the Beta Bylaws or the equivalent organizational documents of incorporation or bylaws (or comparable charter documents) any of Parent or Merger SubBeta’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 settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub 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 a right of guaranteed payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent Beta or Merger Sub any of its Subsidiaries is a party or by which Parent Beta or Merger Sub any of its Subsidiaries or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate does not haveaggregate, and would not reasonably be expected to have, have a Parent Beta Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and by the Support Agreements by Parent and Merger SubCompany, and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate Company Charter or Company Operating Agreement or any of incorporation the Subsidiaries’ Charters or bylaws (or comparable charter documents) of Parent or Merger SubSubsidiaries’ Bylaws, (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 the Company, SLJV or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub their respective 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 a right of guaranteed payment or the loss of a benefit under, result in the creation or imposition of any Lien, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which Parent the Company, SLJV or Merger Sub any of their respective Subsidiaries is a party or by which Parent the Company, SLJV or Merger Sub any of their respective Subsidiaries or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraph, for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does not have, and would not reasonably be expected to have, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements CVR Agreement by each of Parent and Merger Sub, Sub and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or violate the certificate Parent Charter or Parent Bylaws or the equivalent Organizational Documents of incorporation or bylaws (or comparable charter documents) any of Parent Parent’s Subsidiaries or Merger Sub, Sub (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b‎(b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent Parent, any of its Subsidiaries or Merger Sub 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 a right of guaranteed payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent Parent, any of its Subsidiaries or Merger Sub is a party or by which Parent or Parent, any of its Subsidiaries, Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that that, individually or in the aggregate does aggregate, has not haveconstituted or resulted in, and would not reasonably be expected to haveconstitute or result in, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Guarantor, Parent and Merger Sub, and the consummation by Guarantor, Parent and Merger Sub of the Merger and the other transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the certificate articles of incorporation or bylaws (or comparable charter 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 or any settlement, injunction or award of any Governmental Entity, in each case applicable to Guarantor, Parent or Merger Sub or by which any of their respective properties are bound bound, or (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in a right of guaranteed payment or 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, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that individually or in the aggregate does not have, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and by the Support Agreements by Parent and Merger SubCompany, and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby and therebyby this Agreement, do not and will not (i) conflict with or violate the certificate Company Charter or Company Bye-laws or the equivalent organizational documents of incorporation or bylaws (or comparable charter documents) any of Parent or Merger Subits Subsidiaries, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b‎(b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree (collectively, “Law”) applicable to the Company or any settlement, injunction or award of any Governmental Entity, in each case applicable to Parent or Merger Sub 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 a right of guaranteed payment or the loss of a benefit under, or give rise to any right of termination, suspension, cancellation, non-renewal, amendment or acceleration of, or result in the creation of any Contract Lien upon any Permit or any of the respective properties or assets of the Company or any of its Subsidiaries under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or other instrument or obligation (each, a “Contract”) to which Parent the Company or Merger Sub any of its Subsidiaries is a party or by which Parent the Company or Merger Sub any of its Subsidiaries or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that has not had and would not, individually or in the aggregate does not haveaggregate, and would not reasonably be expected to have, have a Parent Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and the Support Agreements by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby and therebyhereby, do not and will not (i) conflict with or violate the memorandum of association or certificate of incorporation (as applicable) or bylaws (or comparable charter documents) bye-laws of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (v) of subsection (b‎(b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law or any settlement, injunction or award of any Governmental Entity, in each case applicable to 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 a right of guaranteed payment or the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, any Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub (including the Acquired Entities following the payment by Merger Sub for Shares pursuant to the Offer) except, in the case of clauses (ii), (iii) and (iv) of this paragraphiii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate does not haveaggregate, and would not reasonably be expected to have, have a Parent Material Adverse Effect.