Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Voting Stock owned by such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance by such the Stockholder of the its obligations under this Agreement and the compliance by such the Stockholder with any provisions hereof do does not and will not: (ia) conflict with or violate any applicable Law Laws applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such the Stockholder, or (iiib) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock Covered Shares beneficially owned by such the Stockholder pursuant to any Contract or obligation to which such the Stockholder is a party or by which such the Stockholder is boundsubject; provided, excepthowever, that the parties acknowledge and agree that a portion of the Covered Shares are subject to existing pledge arrangements (as set forth on Schedule A hereto) and may be subject to Transfer in the case event of clause a default under such pledge arrangements. As of the date hereof, there is no event of default (ior event that with notice or lapse of time or both would become a default) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of under any such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated herebypledge arrangements. (b) No consent, approval, order or authorization of, or registration, declaration or or, except as required by the rules and regulations promulgated under the Exchange Act, filing with, any Governmental Entity or any other Person Person, is required by or with respect to such the Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder them of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Voting Stock owned by such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder MedCo does not, and the performance by such Stockholder MedCo of the obligations under this Agreement and the compliance by such Stockholder MedCo with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such StockholderMedCo, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such StockholderMedCo, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Stockholder pursuant to under any Contract to which such Stockholder MedCo is a party or by which such Stockholder MedCo is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder MedCo to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority or any other Person is required by or with respect to such Stockholder MedCo in connection with the execution and delivery of this Agreement or the consummation by MedCo of the transactions contemplated hereby, except for filings with the SEC of such Stockholder reports under the Securities Exchange Act as may be required in connection with this Agreement and the consummation of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock Securities owned by such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such Stockholder is bound, exceptin each case, in except to the case extent that the occurrence of clause (i) or (iii), as any of the foregoing would not reasonably be expected, either individually or in the aggregate, to materially impair affect the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated herebyunder this Agreement. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby, in each case, except to the extent that the occurrence of any of the foregoing would not materially affect the ability of such Stockholder to perform its obligations under this Agreement.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance by such the Stockholder of the obligations under this Agreement and the compliance by such the Stockholder with any provisions hereof do not and will not: (ia) conflict with or violate any applicable Law Laws applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such the Stockholder, or (iiib) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on on, any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Stockholder Covered Shares pursuant to any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such the Stockholder is a party or by which such the Stockholder is bound, except, in except for any of the case of clause (i) or (iii), foregoing as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such the Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No Except as may be required by U.S. Federal securities Laws, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person Person, is required by or with respect to such the Stockholder in connection with the execution and delivery of this Agreement or the consummation by such the Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder Marker does not, and the performance by such Stockholder Marker of the obligations under this Agreement and the compliance by such Stockholder Marker with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such StockholderMarker, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such StockholderMarker, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Stockholder pursuant to under any Contract to which such Stockholder Marker is a party or by which such Stockholder Marker is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder Marker to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Body or any other Person is required by or with respect to such Stockholder Marker in connection with the execution and delivery of this Agreement or the consummation by Marker of the transactions contemplated hereby, except for filings with the SEC of such Stockholder reports under the Securities Exchange Act as may be required in connection with this Agreement and the consummation of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Applicable Law applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-by laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clause (i) or (iii), as would could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (ia) conflict with or violate any applicable Law Laws applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, or (iiib) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Stockholder Shares pursuant to any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder is bound, except, in except for any of the case of clause (i) or (iii), foregoing as would could not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated herebyhereby on a timely basis. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity governmental authority or any other Person Person, including without limitation a spouse under “community property” or other similar laws, is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Company Stockholder does not, and the performance by such Company Stockholder of the obligations under this Agreement and the compliance by such Company Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Company Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charterlimited liability company agreement, certificate of incorporationformation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, Company Stockholder or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Company Stockholder pursuant to any Contract to which such Company Stockholder is a party or by which such Company Stockholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Company Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority, Governmental Official or any other Person is required by or with respect to such Company Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Company Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder Company Unitholder does not, and the performance by such Stockholder Company Unitholder of the obligations under this Agreement and the compliance by such Stockholder Company Unitholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such StockholderCompany Unitholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charterlimited liability company agreement, certificate of incorporationformation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such StockholderCompany Unitholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock Equity Interests owned by such Stockholder Company Unitholder pursuant to any Contract to which such Stockholder Company Unitholder is a party or by which such Stockholder Company Unitholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder Company Unitholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to such Stockholder Company Unitholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder Company Unitholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any of the shares of Company Common Stock or SCCII Preferred Voting Stock owned by such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Body or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such the Stockholder does not, and the performance by such the Stockholder of the obligations under this Agreement and the compliance by such the Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such the Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate organizational documents of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such the Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Class A Common Stock or SCCII Preferred Stock owned by such the Stockholder pursuant to any Contract to which such the Stockholder is a party or by which such the Stockholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such the Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Body or any other Person is required by or with respect to such the Stockholder in connection with the execution and delivery of this Agreement or the consummation by such the Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does do not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with cause a breach or violate any applicable Law applicable to violation of or a default under, the governing documents of such Stockholder, (ii) contravene conflict with or conflict with, or result violate in any violation or breach of, material respect any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of Laws applicable to such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock Shares owned beneficially or SCCII Preferred Stock owned of record by such Stockholder pursuant to to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clause (i) or (iii), as bound which would not reasonably be expected, either individually expected to prevent or in the aggregate, to materially delay or impair the such Stockholder’s ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Sale or the other transactions contemplated by the Purchase Agreement. (b) No Except for filings required by applicable securities laws, no consent, approval, order or authorization of, or registration, notification, declaration or filing with, any Governmental Entity or any other Person Person, is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation performance by such Stockholder of the transactions contemplated herebyits obligations hereunder.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder Company Shareholder does not, and the performance by such Stockholder Company Shareholder of the obligations under this Agreement and the compliance by such Stockholder Company Shareholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such StockholderCompany Shareholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, limited liability company agreement, certificate of formation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such StockholderCompany Shareholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock Shares owned by such Stockholder Company Shareholder pursuant to any Contract contract or agreement to which such Stockholder Company Shareholder is a party or by which such Stockholder Company Shareholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder Company Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority or any other Person person is required by or with respect to such Stockholder Company Shareholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder Company Shareholder of the transactions contemplated hereby. If such Company Shareholder is a natural person, no consent of such Company Shareholder’s spouse is necessary under any “community property” or other Laws in order for such Company Shareholder to enter into and perform its obligations under this Agreement.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of 2 Note to Draft: To be adapted based on whether Stockholder is an entity or person. such Stockholder, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Voting Stock owned by such Stockholder pursuant to any Contract to which such Stockholder is a party or by which such Stockholder is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder of the transactions contemplated hereby.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder Shareholder does not, and the performance by such Stockholder Person of the obligations under this Agreement and the compliance by such Stockholder Person with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law Laws applicable to each such Stockholder, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such StockholderPerson, or (iiiii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any of the shares of Company Common Stock or SCCII Preferred Stock Covered Shares beneficially owned by such Stockholder Shareholder pursuant to any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder Shareholder is a party or by which such Stockholder Shareholder is bound, except, in the case of clause (i) or (iiiii), as would not reasonably be expectedfor any of the foregoing that, either individually or in the aggregate, to would not materially impair or materially adversely affect the ability of each such Stockholder Person to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or any other Person Person, is required by or with respect to such Stockholder Shareholder in connection with the execution and delivery of this Agreement or the consummation by such Stockholder Shareholder of the transactions contemplated hereby, except for filings with the SEC under the Exchange Act.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder the Company does not, and the performance by such Stockholder the Company of the obligations under this Agreement and the compliance by such Stockholder the Company with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholderthe Company, (ii) contravene or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholderthe Company, or (iii) result in any material breach of or constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the shares of Company Common Stock or SCCII Preferred Stock owned by such Stockholder pursuant to under any Contract to which such Stockholder the Company is a party or by which such Stockholder the Company is bound, except, in the case of clause (i) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of such Stockholder the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority or any other Person is required by or with respect to such Stockholder the Company in connection with the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except for filings with the SEC of such Stockholder reports under the Securities Exchange Act as may be required in connection with this Agreement and the consummation of the transactions contemplated hereby.