Common use of No Conflict; Consents Clause in Contracts

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder do not, and the performance by Stockholder of the obligations under this Agreement and the compliance by Stockholder with any provisions hereof do not and will not, (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder or the Shares, (ii) conflict with or violate Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder is a party or by which Stockholder or the Shares are bound. (b) The execution and delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his or her obligations under this Agreement in any material respect.

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder do not, and the performance by Stockholder of the obligations under this Agreement and the compliance by Stockholder with any provisions hereof do not and will not, : (i) conflict with or violate in any material respect any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder or the Shares, or (ii) conflict with or violate Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, 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 or encumbrance on any of the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder is a party or by which Stockholder or the Shares are bound. (b) The execution and delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his or her obligations under this Agreement in any material respect.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder 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 or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to such Stockholder or the such Stockholder's Shares, (ii) conflict with or violate the Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the such Stockholder's Shares pursuant to, any 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 or the such Stockholder's Shares are bound. (b) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Securities Exchange ActAct of 1934, as amended, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by such Stockholder of his or her obligations under this Agreement in any material respect.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder do does not, and the performance by Stockholder of the obligations under transactions contemplated by this Agreement by such Stockholder and the compliance by such Stockholder with any provisions hereof do not and will shall not, (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to such Stockholder or the Sharesby which such Stockholder's Shares are bound, (ii) conflict with or violate the Stockholder's charter, bylaws, partnership agreement certificate of incorporation or by-laws or other organizational documentsdocument, if applicableapplicable to such Stockholder, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the such Stockholder's Shares pursuant to, any 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 or the such Stockholder's Shares are bound, or (iv) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Stockholder or any of such Stockholder's Shares. (b) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Securities Exchange ActAct of 1934, as amended, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could would not prevent or delay the performance by such Stockholder of his or her obligations under this Agreement in any material respect.

No Conflict; Consents. (a) The execution and delivery of this --------------------- Agreement by Stockholder the Shareholders do not, and the performance by Stockholder the Shareholders of the their obligations under this Agreement and the compliance by Stockholder the Shareholders with any provisions hereof do not and will not, (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder the Shareholders or the Shares, (ii) conflict with or violate Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicablethe instruments under which the Shareholders were formed, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder any of the Shareholders is a party or by which Stockholder any of the Shareholders or any of the Shares are bound. (b) The execution and delivery of this Agreement by Stockholder the Shareholders do not, and the performance of this Agreement by Stockholder the Shareholders will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder (except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or notification to, and except where any government or regulatory authority by the failure Shareholders. (c) No other person or entity has or will have during the Proxy Term any right directly or indirectly to obtain such consents, approvals, authorizations vote or permits, control or to make such filings or notifications, could not prevent or delay affect the performance by Stockholder voting of his or her obligations under this Agreement in any material respectthe Shares.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder do not, and the performance by Stockholder of the obligations under transaction contemplated by this Agreement by such Stockholder and the compliance by such Stockholder with any provisions hereof do shall not and will not, (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to such Stockholder or the Sharesby which such Stockholders assets are bound or affected, (ii) conflict with or violate Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares such Stockholder's assets pursuant to, any 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 or the Shares such Stockholder's assets are boundbound or affected or (iii) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Stockholder or any of such Stockholder's properties or assets. (b) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Securities Exchange ActAct of 1934, as amended, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could would not prevent or delay the performance by such Stockholder of his his, her or her its obligations under this Agreement in any material respect.

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder do not, and the performance by Stockholder of the obligations under this Agreement and the compliance by Stockholder with any provisions hereof do not and will not, (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder or the Shares, (ii) conflict with or violate Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder is a party or by which Stockholder or the Shares are bound. (b) The execution and delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Exchange Act of 1934, as amended (the "Exchange Act"), and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his his, her or her its obligations under this Agreement in any material respect.

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder the Shareholders do not, and the performance by Stockholder the Shareholders of the their obligations under this Agreement and the compliance by Stockholder the Shareholders with any the provisions hereof do not and will not, (i( i ) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder any of the Shareholders or the Shares, (ii) conflict with or violate Stockholder's charterthe instruments under which any of the Shareholders were formed, bylaws, partnership agreement or other organizational documents, if applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder any of the Shareholders is a party or by which Stockholder any of the Shareholders or any of the Shares are boundbound or (iv) violate any order, writ, injunction, decree, judgment, order, statute, rule or resolution applicable to any of the Shareholders or any of the Shares. (b) The execution and delivery of this Agreement by Stockholder the Shareholders do not, and the performance of this Agreement by Stockholder the Shareholders will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder (except for applicable requirements, if any, of the Securities Exchange ActAct of 1934, and except where as amended (the failure Exchange Act )) or notification to, any government or regulatory authority by the Shareholders. (c) No other person or entity has or will have during the Proxy Term any right directly or indirectly to obtain such consents, approvals, authorizations vote or permits, control or to make such filings or notifications, could not prevent or delay affect the performance by Stockholder voting of his or her obligations under this Agreement in any material respectthe Shares.

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder do such Securityholder does not, and the performance by Stockholder such Securityholder of the obligations under this Agreement and the compliance by Stockholder such Securityholder with any provisions hereof do not and will not, : (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree Law applicable to Stockholder or the Sharessuch Securityholder, (ii) if such Securityholder is an entity, conflict with or violate Stockholder's charter, bylaws, partnership agreement the certificate of incorporation or other bylaws or any equivalent organizational documents, if applicabledocuments of the Company or such Securityholder, or (iii) result in any breach of of, or constitute a default (or an event that event, which with notice or lapse of time or both 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 or encumbrance Lien on any of the Shares Company Securities owned by such Securityholder pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder such Securityholder is a party or by which Stockholder such Securityholder is bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the Shares are boundaggregate, to materially impair the ability of such Securityholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement by Stockholder do such Securityholder does not, and the performance of this Agreement by Stockholder such Securityholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration of any governmental waiting period by any Governmental Authority or regulatory authority by Stockholder except for applicable requirementsany other Person with respect to such Securityholder, if any, of other than those set forth as conditions to closing in the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his or her obligations under this Agreement in any material respectBusiness Combination Agreement.

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder do such Securityholder does not, and the performance by Stockholder such Securityholder of the obligations under this Agreement and the compliance by Stockholder such Securityholder with any provisions hereof do not and will not, : (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree Law applicable to Stockholder or the Sharessuch Securityholder, (ii) if such Securityholder is an entity, conflict with or violate Stockholder's charter, bylaws, partnership agreement the certificate of incorporation or other bylaws or any equivalent organizational documents, if applicabledocuments of the Company or such Securityholder, or (iii) result in any breach of of, or constitute a default (or an event that event, which with notice or lapse of time or both 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 or encumbrance Lien on any of the Shares Company Securities owned by such Securityholder pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder such Securityholder is a party or by which Stockholder such Securityholder is bound, except, in the case of clauses (i) and (iii), as would not reasonably be expected, individually or in the Shares are boundaggregate, to materially impair the ability of such Securityholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement by Stockholder do such Securityholder does not, and the performance of this Agreement by Stockholder such Securityholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration of any governmental waiting period by any Governmental Authority or regulatory authority by Stockholder except for applicable requirementsany other Person with respect to such Securityholder, if any, of other than those set forth as conditions to closing in the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his or her obligations under this Agreement in any material respectMerger Agreement.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder 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 or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to such Stockholder or the such Stockholder's Shares, (ii) conflict with or violate the Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the such Stockholder's Shares pursuant to, any 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 or the such Stockholder's Shares are bound. (b) The execution and delivery of this Agreement by such Stockholder do not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by such Stockholder except for applicable requirements, if any, of the Securities Exchange ActAct of 1934, as amended, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by such Stockholder of his or her obligations under this Agreement in any material respect. (c) Such Stockholder is not, and will not be during the Proxy Term (as hereinafter defined), in violation of or default under any of the Pledge Agreements or any

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder do not, and the performance by Stockholder of the obligations under this Agreement and the compliance by Stockholder with any provisions hereof do not and will not, : (i) conflict with or violate in any material respect any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder or the Shares, or (ii) conflict with or violate Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, 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 alien or encumbrance on any of the Shares pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder is a party or by which Stockholder or the Shares are bound. (b) The execution and delivery of this Agreement by Stockholder do not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his or her obligations under this Agreement in any material respect.

No Conflict; Consents. (a) The execution and delivery of this Agreement by such Stockholder do 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 law, statute, rule, regulation, order, writ, judgment or decree Law applicable to Stockholder or the Sharessuch Stockholder, (ii) if such Stockholder is an entity, conflict with or violate the certificate of incorporation or bylaws or any equivalent organizational documents of the Company or such Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, or (iii) result in any breach of of, or constitute a default (or an event that event, which with notice or lapse of time or both 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 or encumbrance Lien on any of the Shares Company Securities owned by such Stockholder pursuant to, to any 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 clauses (i) and (iii), as would not reasonably be expected, individually or in the Shares are boundaggregate, to materially impair the ability of such Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement by such Stockholder do does not, and the performance of this Agreement by such Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration of any governmental waiting period by any Governmental Authority or regulatory authority by Stockholder except for applicable requirementsany other Person with respect to such Stockholder, if anyother than those set forth as conditions to Closing in the Merger Agreement and other than those pursuant to, of in compliance with or required to be made under the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his or her obligations under this Agreement in any material respect.

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder such Securityholder do not, and the performance by Stockholder such Securityholder of the such Securityholder's obligations under this Agreement and the compliance by Stockholder such Securityholder with any provisions hereof do not and will not, (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder such Securityholder or the Sharessuch Securityholder's Securities, (ii) conflict with or violate Stockholderthe Securityholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares such Securityholder's Securities pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder such Securityholder is a party or by which Stockholder such Securityholder or the Shares such Securityholder's Securities are bound. (b) The execution and delivery of this Agreement by Stockholder such Securityholder do not, and the performance of this Agreement by Stockholder such Securityholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Securities Exchange ActAct of 1934, as amended, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could will not prevent or delay the performance by Stockholder such Securityholder of his or her obligations under this Agreement in any material respect.

No Conflict; Consents. (ai) The execution and delivery of this Agreement and the EnCap Written Consent by such EnCap Stockholder do not, and the performance by such EnCap Stockholder of the its obligations under this Agreement and the compliance by such EnCap Stockholder with any provisions hereof do not and will not, : (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree Law applicable to Stockholder or the Shares, such EnCap Stockholder; (ii) conflict with violate any provision of the certificate of incorporation or violate bylaws or similar organizational or governing documents of the EnCap Stockholder's charter, bylaws, partnership agreement or other organizational documents, if applicable, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration acceleration, or cancellation of, or result in the creation of a lien or encumbrance an Encumbrance on any of the Shares shares of Parent Common Stock Beneficially Owned by such EnCap Stockholder pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, or other instrument or obligation to which such EnCap Stockholder or an Affiliate is a party or by which such EnCap Stockholder or the Shares are an Affiliate is bound. (bii) The 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 EnCap Stockholder or an Affiliate in connection with the execution and delivery of this Agreement by Stockholder do not, and or the performance of this Agreement by Stockholder will not, require any consent, approval, authorization EnCap Written Consent or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by such EnCap Stockholder of his or her its obligations under this Agreement in any material respecthereunder.

No Conflict; Consents. (a) The execution and delivery of this Agreement by Stockholder do does not, and the performance by Stockholder of the obligations under this Agreement and the compliance by Stockholder with any the provisions hereof do not and will does not, (i) conflict with or violate any law, statute, rule, regulation, order, writ, judgment or decree applicable to Stockholder or the Shares, any Shares directly or indirectly owned or held by Stockholder; (ii) conflict with or violate Stockholder's certificate of formation, limited liability company agreement, charter, bylaws, partnership agreement, trust agreement or other similar organizational documents, if applicable, ; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give grant to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the Shares Stockholder's shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Stockholder is a party or by which Stockholder or the Shares Stockholder's shares are bound. (b) The execution and delivery of this Agreement by Stockholder do does not, and the performance of this Agreement by Stockholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by Stockholder except for applicable requirements, if any, of the Exchange ActStockholder, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not prevent or delay the performance by Stockholder of his his, her or her its obligations under this Agreement in any material respect.