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

No Conflict; Governmental and Other Consents. (i) 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, (i) any provision of the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries, or (ii) 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 of its subsidiaries is bound, 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 of its subsidiaries 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. 1 Assumes that 100% of existing Company common stock is reissued as New Common Stock due to proper return of Release Documents according to the Plan. (ii) 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) such approval as may be required under the Securities Act and applicable state securities laws in respect of the registration of the Shares as contemplated by the Registration Statement, and (ii) such post-Closing filings as may be required to be made with the SEC, the Financial Industry Regulatory Authority, Inc., and with any state or foreign blue sky or securities regulatory authority.

No Conflict; Governmental and Other Consents. (ia) 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, (i) any provision of the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries, or (ii) 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 of its subsidiaries is bound, 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 of its subsidiaries 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. 1 Assumes that 100% of existing Company common stock is reissued as New Common Stock due to proper return of Release Documents according Except for (i) Bio-Rad Laboratories, Inc. (“Bio-Rad”) pursuant to the Planterms of the Stock Purchase Agreement, dated November 13, 2006 (the “Bio-Rad Stock Purchase Agreement”), by and among Bio-Rad and the Company and (ii) Quest pursuant to the terms of the Stock Purchase Agreement, dated July 22, 2005 (the “Quest Stock Purchase Agreement”), by and among Quest and the Company, 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, which have not been complied with or waived. (iib) 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) such approval as may be required under the Securities Act and applicable state securities laws in respect of the registration of the Shares as contemplated by Section E hereof, (ii) the Registration Statementapproval of the Nasdaq Stock Market, Inc. for the listing of the Shares on the Nasdaq Capital Market and (iiiii) such post-Closing filings as may be required to be made with the SEC, the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc.Inc. (“NASD”), and with any state or foreign blue sky or securities regulatory authority.

No Conflict; Governmental and Other Consents. (ia) 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, (i) any provision of the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries, or (ii) 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 of its subsidiaries is bound, or of any provision of the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries, 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 of its subsidiaries 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. 1 Assumes that 100% of existing Company common stock is reissued as New Common Stock due to proper return of Release Documents according Except for (i) Bio-Rad Laboratories, Inc. (“Bio-Rad”) pursuant to the Planterms of the Stock Purchase Agreement, dated November 13, 2006 (the “Bio-Rad Stock Purchase Agreement”), by and among Bio-Rad and the Company and (ii) Quest pursuant to the terms of the Stock Purchase Agreement, dated July 22, 2005 (the “Quest Stock Purchase Agreement”), by and among Quest and the Company, 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, which have not been complied with or waived. (iib) 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 the Warrants or with the authorization, issue and sale of the Securities, except (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the registration of the Shares and Warrant Shares as contemplated by Section E hereof, (ii) the Registration Statementapproval of the Nasdaq Stock Market, Inc. for the listing of the Shares and Warrant Shares on the Nasdaq Capital Market and (iiiii) such post-Closing filings as may be required to be made with the SEC, the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc.Inc. (“NASD”), and with any state or foreign blue sky or securities regulatory authority.

No Conflict; Governmental and Other Consents. (ia) 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, (i) of any provision of the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries, or (ii) any material law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company or any of its subsidiaries Subsidiary is bound, or of any provision of the Certificate of Incorporation or 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 material lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any of its subsidiaries 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 such violation, conflict or breach would not be reasonably likely to have a Material Adverse Effect. 1 Assumes that 100% of existing Company common stock is reissued as New Common Stock due to proper return of Release Documents according to the PlanSubsidiary. (iib) 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 (i) such approval as may be required under the Securities Act and applicable state securities laws in respect of the registration of the Shares as contemplated by the Registration Statement, and (ii) such post-Closing filings as may be required to be made with the SEC, the Financial Industry Regulatory Authority, Inc., NASD and with any state or foreign blue sky or securities regulatory authority. Without limiting the foregoing, and assuming the accuracy of the Subscriber’s representations and warranties set forth in Article II, no registration under the Securities Act is required for the offer and sale of the Shares and Warrants by the Company to the Subscriber or the issuance of Warrant Shares as contemplated hereby. The issuance and sale of the Shares and Warrants hereunder does not, and the issuance of Warrant Shares will not, contravene the rules and regulations of the NASDAQ National Market.