Common use of No Conflict; Governmental and Other Consents Clause in Contracts

No Conflict; Governmental and Other Consents. (a) The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Articles of Incorporation or Bylaws of the Company, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company except to the extent that any such violation, conflict or breach would not be reasonably likely to have a Material Adverse Effect. No holder of any of the securities of the Company or any of its subsidiaries has any rights (“demand,” “piggyback” or otherwise) to have such securities registered by reason of the intention to file, filing or effectiveness of a Registration Statement (as defined in Section E hereof), other than “piggy back” registration rights covering an aggregate of not more that 170,000 shares of Common Stock and other than the registration rights granted under a Securities Purchase Agreement, dated June 26, 2006 (the “2006 Securities Purchase Agreement”). (b) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such filings as are required to be made with The Nasdaq Stock Market, Inc. (which will be made prior to Closing), and post-Closing filings as may be required to be made with the Securities and Exchange Commission (the “SEC”) and with any state or foreign blue sky or securities regulatory authority.

No Conflict; Governmental and Other Consents. (a) The execution execution, delivery and delivery performance by the Company of this Agreement the Transaction Agreements and the consummation of the transactions contemplated hereby thereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, applicable Law or of any provision of the Articles Certificate of Incorporation or Bylaws Bylaws, each as amended to date, of the CompanyCompany or any of the Group Companies, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company Company, or any of the Group Companies, is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien Lien upon any of the properties or assets of the Company Company, or any of the Group Companies, except to the extent that any such violation, conflict or breach would not be reasonably likely to have a Material Adverse Effect. No holder of any of the securities of the Company or any of its subsidiaries Subsidiaries has any rights (“demand,” “piggyback” or otherwise) to have such the securities registered by reason of the intention to file, filing or effectiveness of a Registration Statement (registration statement pursuant to the Securities Act and the rules and regulations promulgated thereunder except as defined set forth in Section E hereof), other than “piggy back” registration rights covering an aggregate of not more that 170,000 shares of Common Stock and other than the registration rights granted under a Securities Purchase Existing Investor Agreement, dated June 26, 2006 (the “2006 Securities Purchase Agreement”). (b) No Other than any non-U.S. approvals, no consent, approval, authorization or other order of any governmental authority Governmental Authority or other third-party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the SecuritiesShares hereunder, except such filings as are required to be made with The Nasdaq Stock Market, Inc. (which will be made prior to Closing), and post-Closing filings as may be required to be made with the Securities and Exchange Commission (the “SEC”) , NASDAQ and with any state or foreign blue sky or securities regulatory authorityauthority and the draft notice filed under the NASDAQ Marketplace Rule 4310, which is not in strict compliance with the notice period requirements under Rule 4310 (collectively, the “Company Governmental Approvals”) except as set forth in the Existing Investor Agreement.

No Conflict; Governmental and Other Consents. (a) The execution and delivery by the Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound, or of any provision of the Articles of Incorporation or Bylaws of the Company, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company except to the extent that any such violation, conflict or breach would not be reasonably likely to have a Material Adverse Effect. No holder of any of the securities of the Company or any of its subsidiaries has any rights (“demand,” “piggyback” or otherwise) to have such securities registered by reason of the intention to file, filing or effectiveness of a Registration Statement (as defined in Section E hereof), other than “piggy back” registration rights covering an aggregate of not more that 170,000 shares of Common Stock and other than the registration rights granted under a Securities Purchase Agreement, dated June 26, 2006 (the “2006 Securities Purchase Agreement”)Stock. (b) No consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such filings as are required to be made with The Nasdaq Stock Market, Inc. (which will be made prior to Closing), and post-Closing filings as may be required to be made with the Securities and Exchange Commission (the “SEC”) and with any state or foreign blue sky or securities regulatory authority.

No Conflict; Governmental and Other Consents. (a) The execution and delivery by the Company of this Agreement and the Warrants and the consummation of the transactions contemplated hereby and thereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is boundbound (including federal and state securities laws and regulations and the rules and regulations of the Nasdaq Global Market (“Nasdaq”)), or of any provision of the Articles Certificate of Incorporation or Bylaws of the Company, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or lapse of time or both) a default underunder or give to others any rights of termination, amendment, acceleration or cancellation of, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company Company, except in each case to the extent that any such violation, conflict or breach would not be reasonably likely to have a Material Adverse Effect. No holder of any of the securities of the Company or any of its subsidiaries has any rights (“demand,” “piggyback” or otherwise) to have such securities registered by reason of the intention to file, filing or effectiveness of a Registration Statement (as defined in Section E hereof), other than “piggy back” registration rights covering an aggregate of not more that 170,000 shares of Common Stock (i) those filed by the Company under the Securities Act on Form S-3 (SEC File Nos. 333-123973 and other than 333-13164); (ii) the registration rights granted of the other Purchasers purchasing Securities in the Offering; and (iii) the registration rights of the Placement Agent provided in the Placement Agent Warrants. The Company is eligible to register its Common Stock for resale by the Purchasers on Form S-3 promulgated under a the Securities Purchase Agreement, dated June 26, 2006 (the “2006 Securities Purchase Agreement”)Act. (b) No Assuming the accuracy of the representations and warranties of each Purchaser party hereto, no consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such filings as are required to be made with The Nasdaq Stock Market, Inc. (which will be made prior to Closing), and post-Closing filings as may be required to be made with the Securities and Exchange Commission (the “SEC”) , and with any state or foreign blue sky or securities regulatory authority, or as would not be reasonably likely to have a Material Adverse Effect on the Company. The Company is not in violation of the listing requirements of Nasdaq in any material respect and has no knowledge of any facts that would reasonably lead to delisting or suspension of the Common Stock in the foreseeable future.