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

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of any Mid-Con Group Entity 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 Governing Documents of any Mid-Con Group Entity, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which any Mid-Con Group Entity is a party or by which any Mid-Con Group Entity or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NASDAQ Global Select Market applicable to any Mid-Con Group Entity or by which any Mid-Con Group Entity or any of their respective properties or assets may be bound. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity”) is required by or with respect to any Mid-Con Group Entity in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties or the consummation by the Mid-Con Parties of the Merger or the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPA, (iii) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, the failure of which to be obtained or made, are not and would not reasonably be expected to have, individually or in the aggregate, a Mid-Con Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement and each Ancillary Agreement by the Mid-Con Parties Company does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Articles of Association or the certificate of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group EntitySubsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, or any other commitment, agreement, instrumentinstrument intended to be legally binding, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NASDAQ Nasdaq Global Select Market (“NASDAQ”) applicable to the Company or any Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) and (iii), as would not be material to the Company and its Subsidiaries, taken as a whole. (b) No consent, clearance, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or Governmental Entity (any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a of the foregoing being referred to herein as an “Governmental EntityApproval”) is required by or with respect to the Company or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and any equivalent foreign antitrust filings, (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other applicable foreign securities laws and any other applicable state or federal securities, takeover and “blue sky” laws, (iiiii) the filing of the Merger Proposal and Merger Notice with the Companies Registrar and all such other notices or filings required under the ICL with respect to the Merger including the issuance of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPACompanies Registrar, (iiiiv) any filings and approvals required under the rules and regulations of NASDAQ, (v) the NASDAQ Global Select Market filing of a written notice to the Israel Innovation Authority (previously, the Office of Chief Scientist, or OCS) of the Israeli Ministry of Economy (previously, the Ministry of Industry Trade and Labor) (the “IIA” and the “IIA Notice”, respectively) regarding the change in ownership of the Company effected as a result of the Merger, required to be submitted to the IIA in connection with the Merger in accordance with the Israeli Encouragement of Industrial Research and Development Law, 1984 (the “R&D Law”) and (ivvi) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are not individually or in the aggregate, is not, and would not reasonably be expected to have, individually be material to the Company or in the aggregate, a Mid-Con Material Adverse Effectany of its Subsidiaries.

No Conflict; Consents and Approvals. (a) The Neither the execution, delivery and performance of this Agreement by the Mid-Con Parties does not, and Company nor the consummation of the Merger Offer and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Company Articles or the organizational documents of any Mid-Con Group EntitySubsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b‎Section 2.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NASDAQ Global Select Market Nasdaq applicable to the Company or any Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of each of clauses (ii) and (iii) above, any conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens that, individually or in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity”) is required by or with respect to the Company or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Merger or 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” lawsLaws, (iiiii) the filing of an application for the Certificate registration of Merger with the Delaware Secretary of State as required by the DLLCA Articles Amendment and the DRULPABoard Modification, and (iiiiv) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, the failure of which to be obtained or made, are not and would not reasonably be expected to have, individually or in the aggregate, a Mid-Con Material Adverse EffectNasdaq.

No Conflict; Consents and Approvals. (a) The Neither the execution, delivery and performance of this Agreement by the Mid-Con Parties does not, and Company nor the consummation of the Merger Offer and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Company Articles or the organizational documents of any Mid-Con Group EntitySubsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b2.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NASDAQ Global Select Market Nasdaq applicable to the Company or any Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of each of clauses (ii) and (iii) above, any conflicts, violations, breaches, defaults, terminations, cancellations, modifications, accelerations or Liens that, individually or in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity”) is required by or with respect to the Company or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Merger or 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 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable foreign antitrust or competition Laws (“Foreign Antitrust Laws”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” lawsLaws, (iiiii) the filing of an application for the Certificate registration of Merger with the Delaware Secretary of State as required by the DLLCA Articles Amendment and the DRULPABoard Modification, and (iiiiv) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, the failure of which to be obtained or made, are not and would not reasonably be expected to have, individually or in the aggregate, a Mid-Con Material Adverse EffectNasdaq.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties OCBB does not, and the consummation of the Merger and the other transactions contemplated hereby Transactions, and compliance by the Mid-Con Parties OCBB and its Subsidiaries with the provisions hereof will not, conflict with, with or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of OCBB or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents OCBB Articles, the OCBB Bylaws, or the articles of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group Entity, Subsidiary of OCBB; (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which OCBB or any Mid-Con Group Entity of its Subsidiaries is a party or by which OCBB or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets is or may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) bound; or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b4.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) applicable to OCBB or any rule or regulation of the NASDAQ Global Select Market applicable to any Mid-Con Group Entity its Subsidiaries or by which OCBB or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets is or may be bound, except as, in the case of clause (ii) or (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on OCBB. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission commission, body or body any court or other governmental entity or instrumentality (each, a “Governmental Entity”) is required by or with respect to OCBB or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties OCBB or the consummation by the Mid-Con Parties OCBB of the Merger or the other transactions contemplated hereby Transactions or compliance with the provisions hereofactions contemplated by or in connection with this Agreement, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” laws, ; (ii) the filing of this Agreement or the Certificate articles or plan of Merger merger with the Delaware Washington Secretary of State, the California Secretary of State as required by the DLLCA and the DRULPACDBO, (iii) any filings the determination by CDBO that the Merger and approvals required under the rules other Transactions are fair, just and regulations equitable, and the granting by CDBO of a Notice of Registration and Approval thereof pursuant to Section 25142 of the NASDAQ Global Select Market California Corporations Code (the “Registration Notice”); and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, the failure approval of which to be obtained or made, are not and would not reasonably be expected to have, individually or in the aggregate, a Mid-Con Material Adverse EffectBank Regulatory Authorities.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties Company does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents of any Mid-Con Group EntityCompany Charter or Company Bylaws, (ii) the certificate of incorporation or bylaws (or similar organizational documents) of any Subsidiary of the Company, (iii) any legally binding bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written franchise (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iiiiv) subject to the governmental filings and other matters referred to in Section 3.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NASDAQ Global Select Market NYSE applicable to the Company or any Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of clauses (ii), (iii) and (iv), as individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity”) is required by or with respect to the Company or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereofhereby, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” laws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of Delaware as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market NYSE, (v) filings and approvals required by state and local healthcare regulatory Governmental Entities listed in Section 3.5(b) of the Company Disclosure Letter, (vi) the consents and/or notices listed in Section 3.5(b) of the Company Disclosure Letter and (ivvii) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Mid-Con Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group EntitySubsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b4.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NASDAQ Global Select Market applicable to the Company or any Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), as individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any United States or non-United States federal, national, supranational, state, provincial, local or foreign government or subdivision thereof or any other similar government, governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory administrative authority, instrumentalitybranch, agency, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury) (each, a “Governmental Entity”) is required by or with respect to the Company or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Offer, the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iii) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Mid-Con Company Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group EntitySubsidiary of the Company, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other legally binding contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b4.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement enacted, adopted, promulgated or applied by a Governmental Entity (collectively, “Law”) or any rule or regulation of the NASDAQ Global Select Market Nasdaq, in each case, applicable to the Company or any Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except, in the case of each of clauses (ii) and (iii) above, as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (excluding, for the avoidance of doubt, any institutional review boards or ethics committees) (each, a “Governmental Entity”) is required by or with respect to the Company or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Offer, the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as may be required pursuant to amended (the “HSR Act”), (ii) compliance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” lawsLaws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under compliance with the rules and regulations applicable requirements of the NASDAQ Global Select Market Nasdaq and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are not and individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, have a Mid-Con Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution, delivery and performance of this Agreement by the Mid-Con Parties Company does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien pledge, claim, lien, charge, option, right of first refusal, encumbrance or security interest of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or exercise of any other attribute of ownership) (collectively, “Liens” ) in or upon any of the properties, assets or rights of any Mid-Con Group Entity the Company 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 Governing Documents of any Mid-Con Group EntityCompany Charter or Company Bylaws, (ii) any material bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”” ) to which any Mid-Con Group Entity the Company is a party or by which any Mid-Con Group Entity the Company or any of their respective its properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b4.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”” ) or any rule or regulation of the NASDAQ Global Select Market applicable to any Mid-Con Group Entity the Company or by which any Mid-Con Group Entity the Company or any of their respective 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 Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity”” ) is required by or with respect to any Mid-Con Group Entity the Company in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” laws, (ii) the filing of the First Certificate of Merger with the Delaware Secretary of State as required by the DLLCA DGCL, (ii) the filing of the Second Certificate of Merger with the Delaware Secretary of State as required by the DGCL and the DRULPADLLCA, and (iii) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Mid-Con Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group EntitySubsidiary of the Company, (ii) any legally binding bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b4.5(b), any applicable federal, state, local local, or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree decree, or other legally enforceable requirement (“Law”) or any rule or regulation of the NASDAQ Global Select Market applicable to the Company or any Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clauses (ii) or (iii) for any conflict, violation, breach, or default, loss, right or other occurrence which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-self- regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity”) is required by or with respect to the Company or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Offer, the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” laws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market NASDAQ, and (ivv) such other consentsany consent, approvalsapproval, ordersorder or authorization of, authorizationsor registration, registrationsdeclaration, declarationsfiling with or notice which, filings individually or noticesin the aggregate, the failure of which to be obtained or made, are has not had and would not reasonably be expected to have, individually or in the aggregate, have a Mid-Con Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties Pivotal does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties Pivotal with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of Pivotal or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Pivotal Charter or Pivotal Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group EntitySubsidiary of Pivotal, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which Pivotal or any Mid-Con Group Entity of its Subsidiaries is a party or by which Pivotal or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and or that is material, individually or in the aggregate, to the Midan EMC-Con Group Entities (taken as a whole) Pivotal Customer Contract or (iii) subject to the governmental filings and other matters referred to in Section section 3.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) Law or any rule or regulation of the NASDAQ Global Select Market New York Stock Exchange applicable to Pivotal or any Mid-Con Group Entity of its Subsidiaries or by which Pivotal or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except in the case of clause (ii), as individually or in the aggregate, would not have a Material Adverse Effect or in the case of clause (iii), as individually or in the aggregate, would not be material to Pivotal and its Subsidiaries taken as a whole. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any federal, state, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body (each, a “Governmental Entity”) is required by or with respect to Pivotal or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Pivotal or the consummation by the Mid-Con Parties Pivotal of the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) the Proxy Statement and Schedule 13E-3, including any amendments or supplements thereto, (ii) such other filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ) and any other applicable state or federal securities, takeover and “blue sky” lawsLaws, (iiiii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iiiiv) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market New York Stock Exchange and (ivv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are not and would not reasonably be expected to have, individually or in the aggregate, would not have a Mid-Con Material Adverse Effect.

No Conflict; Consents and Approvals. (a) The execution, delivery and performance of this Agreement by the Mid-Con Parties Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby and compliance by the Mid-Con Parties Company with the provisions hereof will not, conflict with, or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties, assets or rights of the Company or any Mid-Con Group Entity of its Subsidiaries under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, or require any consent, waiver or approval of any Person pursuant to, any provision of (i) the Governing Documents Company Charter or Company Bylaws, or the certificate of incorporation or bylaws (or similar organizational documents) of any Mid-Con Group EntitySubsidiary of the Company, (ii) any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit, concession or franchise, whether oral or written (each, including all amendments thereto, a “Contract”) to which the Company or any Mid-Con Group Entity of its Subsidiaries is a party or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound and that is material, individually or in the aggregate, to the Mid-Con Group Entities (taken as a whole) or (iii) subject to the governmental filings and other matters referred to in Section 3.5(b4.5(b), any federal, state, local or foreign law (including common law), statute, ordinance, rule, code, regulation, order, judgment, injunction, decree or other legally enforceable requirement (“Law”) or any rule or regulation of the NASDAQ Global Select Market applicable to the Company or any Mid-Con Group Entity of its Subsidiaries or by which the Company or any Mid-Con Group Entity of its Subsidiaries or any of their respective properties or assets may be bound, except as, in the case of clauses (ii) and (iii), individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) No consent, approval, order or authorization of, or registration, declaration, filing with or notice to, any United States or non-United States federal, national, supranational, state, provincial, local or foreign government or subdivision thereof or any other similar government, governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory administrative authority, instrumentalitybranch, agency, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury) (each, a “Governmental Entity”) is required by or with respect to the Company or any Mid-Con Group Entity of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Mid-Con Parties Company or the consummation by the Mid-Con Parties Company of the Offer, the Merger or and the other transactions contemplated hereby or compliance with the provisions hereof, except for (i) such filings and reports as may be required pursuant to the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable state or federal securities, takeover and “blue sky” lawsLaws, (ii) the filing of the Certificate of Merger with the Delaware Secretary of State as required by the DLLCA and the DRULPADGCL, (iii) any filings and approvals required under the rules and regulations of the NASDAQ Global Select Market and (iv) such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices, notices the failure of which to be obtained or made, are individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, have a Mid-Con Company Material Adverse Effect.