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 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 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 those persons identified as “selling stockholders” in the registration statements filed by the Company under the Securities Act on Form SB-2 (SEC File Nos. 333-118426 and 333-125083). (b) Except for the approval of the American Stock Exchange (the “AMEX”), 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 post-Closing filings as may be required to be made with the Securities and Exchange Commission (the “SEC”), AMEX and with any state or foreign blue sky or securities regulatory authority.

No Conflict; Governmental and Other Consents. (ai) 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 Certificate of Incorporation or Bylaws By- Laws 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 Company. (ii) No consent, approval or authorization of or designation, declaration or filing with any governmental authority on 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 part 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 those persons identified as “selling stockholders” in the registration statements filed by the Company under the Securities Act on Form SB-2 (SEC File Nos. 333-118426 and 333-125083). (b) Except for the approval of the American Stock Exchange (the “AMEX”), 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 authorizationvalid execution, execution delivery and delivery performance of this Agreement or with the authorization, issue and sale of the SecuritiesAgreement, except such post-Closing filings as may be required to be made with the SEC, the National Association of Securities and Exchange Commission Dealers, Inc. (the “SEC”"NASD"), AMEX the American Stock Exchange ("AMEX"), such filings as may be required under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR") and filings with any state or foreign governmental authorities for purposes of effecting compliance with the securities and blue sky laws in the states in which Units are offered and/or sold, which compliance, if required to be effected by the Company, will be effected in accordance with such laws. The Company has not received any delisting notices, notice of violation or securities regulatory authoritysimilar inquiry regarding its eligibility for listing from AMEX.

No Conflict; Governmental and Other Consents. (a) The execution and delivery by the Company of this Agreement and the consummation consumma-tion 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 or any subsidiary is bound, or of any provision of the Certificate of Incorporation or Bylaws By-laws of the CompanyCompany or any subsidiary, 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 or any subsidiary 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 or any subsidiary where such violation, conflict breach, default or breach would not be imposition is reasonably likely to have result in 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 those persons identified as “selling stockholders” in the registration statements filed by the Company under the Securities Act on Form SB-2 (SEC File Nos. 333-118426 and 333-125083). (b) Except for as disclosed in the approval of the American Stock Exchange (the “AMEX”)Memorandum, no consent, approval, authorization or other order of any governmental authority or other third-party is required to be obtained by the Company or any subsidiary in connection with the authorization, execution and delivery of this Agreement or with the authorization, issue and sale of the Securities, except such post-Closing filings as may be required to be made with the Securities Commission, the NASD and Exchange Commission (the “SEC”), AMEX and with any state or foreign blue sky or securities regulatory authority, which filings will be made on or prior to the Closing or, for those filings which by their terms are to be made post-Closing, such filings will be made post-Closing within the time period prescribed for such filings.

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 any U.S. or non-U.S. government, regulatory or administrative authority, agency, instrumentality or commission or any court, tribunal, judicial or arbitral body or other similar authority (a “Governmental Authority”) to or by which the Company is bound, or of any provision of the 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 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,”“piggybackdemand,” “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 8 hereof), other than those persons identified as “selling stockholders” in the registration statements filed by the Company under the Securities Act on Form SB-2 (SEC File Nos. 333-118426 and 333-125083). (b) Except for Other than the approval of the American Stock Exchange (Charter Amendment at the “AMEX”)Stockholders’ Meeting, 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 post-Closing filings as may be required to be made with the Securities and Exchange Commission (the “SEC”), AMEX ) 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 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 Certificate of Incorporation (assuming the amendment thereto described in Sections C(4) and (5) above) 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,”“piggybackdemand,” “piggyback” or otherwise) to have such securities registered by reason of the intention to file, filing or effectiveness of a the Registration Statement (as defined in Section E hereof), other than those persons identified as “selling stockholders” in the registration statements filed by the Company under the Securities Act on Form SB-2 (SEC File Nos. 333-118426 and 333-125083). (b) Except for the approval of the American Stock Exchange (the “AMEX”), no 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 (i) the approval of the stockholders of the Company required for the amendment to the Certificate of Incorporation described in Sections C(4) and (5) above and (ii) such post-Closing filings as may be required to be made with the Securities and Exchange Commission (the “SEC”), AMEX the NASDAQ Stock Market, Inc. (“Nasdaq”) and with any state or foreign blue sky or securities regulatory authority.