Common use of No Conflict of Transaction With Obligations and Laws Clause in Contracts

No Conflict of Transaction With Obligations and Laws. Except as set forth in Schedule 2.5; (a) Neither the execution and delivery of this Agreement, the Loan Agreement or any other agreement, document or instrument to be executed and delivered pursuant to, or as contemplated by, this Agreement (collectively, the “Ancillary Agreements”), by Seller, nor the performance of the transactions contemplated hereby will: (i) constitute a breach or violation of any provision of the Charter or bylaws of Seller; (ii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Seller is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any right; (iii) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which Seller is a party or by which it or any of the Mammography Intellectual Property is bound; (iv) result in a material violation of any law, regulation, administrative order or judicial order applicable to it or the Mammography Intellectual Property or to which Seller is subject, or by which the Mammography Intellectual Property may be bound; or (v) result in the creation of any Encumbrance upon any item of the Mammography Intellectual Property. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any person or any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic, state or local (“Governmental Entity”), is required by or with respect to Seller in connection with the execution and delivery of this Agreement and each of the Ancillary Agreements to which Seller is a party or the consummation of the transactions contemplated hereby, except for (i) the filing of the Proxy Statement (as defined in Section 5.2) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a Current Report on Form 8-K under the Exchange Act and (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country. The Seller stockholder vote required for the approval of the Seller Voting Proposal (as defined in Section 5.4) is a majority of the outstanding shares of Seller Common Stock on the record date for the Seller Meeting (as defined in Section 5.2).

No Conflict of Transaction With Obligations and Laws. Except as set forth in Schedule 2.5;3.3: (a) Neither the execution and delivery of this Agreement, the Loan Agreement or any other agreement, document or instrument to be executed and delivered pursuant to, or as contemplated by, this Agreement (collectively, of the “Ancillary Agreements”), Agreements by SellerBuyer, nor the performance of the transactions contemplated hereby and thereby will: (i) constitute a breach or violation of any provision of the Charter or bylaws of SellerBuyer; (ii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Seller Buyer is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any rightright which could reasonably be expected to have a material adverse affect on the Buyer’s financial condition or results or operations (a “Buyer Material Adverse Effect”); (iii) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which Seller Buyer is a party which could reasonably be expected to have a Buyer Material Adverse Effect; or by which it or any of the Mammography Intellectual Property is bound; (iv) result in a material violation of any law, regulation, administrative order or judicial order applicable to it or the Mammography Intellectual Property or to which Seller is subject, or by which the Mammography Intellectual Property may be bound; or (v) result in the creation of any Encumbrance upon any item of the Mammography Intellectual PropertyBuyer. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any person or any court, administrative agency or commission or other governmental authority or instrumentality, foreign or domestic, state or local (“Governmental Entity”), is required by or with respect to Seller Buyer in connection with the execution and delivery of this Agreement and each of the Ancillary Agreements to which Seller Buyer is a party or the consummation of the transactions contemplated hereby, except for (i) the filing of the Proxy Statement (as defined in Section 5.2) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of a Current Report on Form 8-K under the Exchange Act and Act, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country. The Seller stockholder vote required for the approval of the Seller Voting Proposal country and (as defined in Section 5.4iii) is such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have a majority of the outstanding shares of Seller Common Stock on the record date for the Seller Meeting (as defined in Section 5.2)Buyer Material Adverse Effect.

No Conflict of Transaction With Obligations and Laws. Except Subject to ---------------------------------------------------- compliance with the applicable requirements of the Coordinated Laws on Commercial Companies of Belgium (which have been described in a memorandum which has been made available to the Company), the Securities Act, any applicable state takeover or securities laws, the Exchange Act, the Nasdaq National Market, the Easdaq market and the filing of the Certificate of Merger and any other documents as set forth in Schedule 2.5; (a) Neither required by the execution DGCL, neither the execution, delivery and delivery performance of this Agreement, the Loan Agreement or any other agreement, document or instrument to be executed and delivered pursuant to, or as contemplated by, this Agreement (collectively, the “Ancillary Agreements”), by Seller, nor the performance of the transactions contemplated hereby hereby, will: (i) constitute a breach or violation of any provision of the Charter or bylaws Bylaws of Sellerthe Parent or the Acquisition Subsidiary; (ii) require any consent, waiver, exemption, approval or authorization of, declaration, filing or registration with, or giving of notice to, any person, court, arbitration tribunal, administrative agency or commission or other governmental or regulatory agency or authority (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Seller the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any rightright with respect to any indebtedness; (iiiiv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which Seller the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary is a party or by which it the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary or any of the Mammography Intellectual Property is their assets are bound; (ivv) result in the creation of any lien or encumbrance upon any of the assets of the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary; (vi) result in a material violation of any law, regulation, administrative order or judicial order order, decree or judgment applicable to it the Parent (including any subsidiary of the Parent) or the Mammography Intellectual Property or to which Seller is subjectAcquisition Subsidiary, or by which the Mammography Intellectual Property may be boundtheir businesses or assets; or (vvii) result invalidate or adversely affect any permit, license or authorization used in the creation of Parent's (including any Encumbrance upon any item subsidiary of the Mammography Intellectual Property. Parent) or the Acquisition Subsidiary's business, excluding from clauses (bii) No consentthrough (vii) consents, approvalwaivers, order exemptions, approvals or authorization ofauthorizations, declarations, filings or registrations, notices, conflicts, breaches, defaults, liens or encumbrances, or registrationviolations which would not, declaration either individually or filing within the aggregate, any person have a material adverse effect on the business, properties, operations, assets, revenues or any court, administrative agency condition (financial or commission or other governmental authority or instrumentality, foreign or domestic, state or local (“Governmental Entity”), is required by or with respect to Seller in connection with the execution and delivery of this Agreement and each otherwise) of the Ancillary Agreements to which Seller is Parent and its subsidiaries on a party consolidated basis (a "Parent Material Adverse Effect") or materially impair or preclude the Parent's or the consummation Acquisition Subsidiary's ability to consummate the Merger or the transactions contemplated hereby. Neither the execution, delivery and performance of the Agreement nor the performance of the transactions contemplated hereby, except for (i) the filing of the Proxy Statement (as defined in Section 5.2) with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the filing of hereby will give rise to a Current Report on Form 8-K under the Exchange Act and (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws right of any foreign country. The Seller stockholder vote required for party (other than the approval of Parent) to terminate, modify or cancel any contract, agreement or other instrument except where any terminations, modifications or cancellations, either individually or in the Seller Voting Proposal (as defined in Section 5.4) is aggregate, would not have a majority of the outstanding shares of Seller Common Stock on the record date for the Seller Meeting (as defined in Section 5.2)Parent Material Adverse Effect.

No Conflict of Transaction With Obligations and Laws. Except Subject to ---------------------------------------------------- compliance with the applicable requirements of the Coordinated Laws on Commercial Companies of Belgium (which have been described in a memorandum which has been made available to the Company), the Securities Act, any applicable state takeover or securities laws, the Exchange Act, the Nasdaq National Market, the Easdaq market and the filing of the Certificate of Merger and any other documents as set forth in Schedule 2.5; (a) Neither required by the execution DGCL, neither the execution, delivery and delivery performance of this Agreement, the Loan Agreement or any other agreement, document or instrument to be executed and delivered pursuant to, or as contemplated by, this Agreement (collectively, the “Ancillary Agreements”), by Seller, nor the performance of the transactions contemplated hereby hereby, will: (i) constitute a breach or violation of any provision of the Charter or bylaws Bylaws of Sellerthe Parent or the Acquisition Subsidiary; (ii) require any consent, waiver, exemption, approval or authorization of, declaration, filing or registration with, or giving of notice to, any person, court, arbitration tribunal, administrative agency or commission or other governmental or regulatory agency or authority (iii) conflict with or constitute (with or without the passage of time or the giving of notice) a breach of, or default under, any debt instrument to which Seller the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary is a party, or give any person the right to accelerate any indebtedness or terminate, modify or cancel any rightright with respect to any indebtedness; (iiiiv) constitute (with or without the passage of time or giving of notice) a default under or breach of any other agreement, instrument or obligation to which Seller the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary is a party or by which it the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary or any of the Mammography Intellectual Property is their assets are bound; (ivv) result in the creation of any lien or encumbrance upon any of the assets of the Parent (including any subsidiary of the Parent) or the Acquisition Subsidiary; (vi) result in a material violation of any law, regulation, administrative order or judicial order order, decree or judgment applicable to it the Parent (including any subsidiary of the Parent) or the Mammography Intellectual Property or to which Seller is subjectAcquisition Subsidiary, or by which the Mammography Intellectual Property may be boundtheir businesses or assets; or (vvii) result invalidate or adversely affect any permit, license or authorization used in the creation of Parent's (including any Encumbrance upon any item subsidiary of the Mammography Intellectual Property. Parent) or the Acquisition Subsidiary's business, excluding from clauses (bii) No consentthrough (vii) consents, approvalwaivers, order exemptions, approvals or authorization ofauthorizations, declarations, filings or registrations, notices, conflicts, breaches, defaults, liens or encumbrances, or registrationviolations which would not, declaration either individually or filing within the aggregate, any person have a material adverse effect on the business, properties, operations, assets, revenues or any court, administrative agency condition (financial or commission or other governmental authority or instrumentality, foreign or domestic, state or local (“Governmental Entity”), is required by or with respect to Seller in connection with the execution and delivery of this Agreement and each otherwise) of the Ancillary Agreements to which Seller is Parent and its subsidiaries on a party consolidated basis (a "Parent Material Adverse Effect") or materially impair or preclude the Parent's or the consummation Acquisition Subsidiary's ability to consummate the Merger or the transactions contemplated hereby. Neither the execution, delivery and performance of the Agreement nor the performance of the transactions contemplated herebyhereby will give rise to a right of any party (other than the Parent) to terminate, modify or cancel any contract, agreement or other instrument except where any terminations, modifications or cancellations, either individually or in the aggregate, would not have a Parent Material Adverse Effect. Reports and Financial Statements -------------------------------- The Parent has previously furnished to the Company complete and accurate copies, as amended or supplemented, of its (a) Annual Report on Form 20-F for the fiscal years 1996 and 1997, as filed with the SEC, and any amendments thereto, (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1996 and (c) all other reports filed pursuant to the Exchange Act since January 1, 1996 (such annual reports, proxy statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Parent Reports"). As of their respective dates, the Parent Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated audited financial statements, and schedules (if any) of the Parent included in the Parent Reports (together, the "Parent Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the filing published rules and regulations of the Proxy Statement SEC with respect thereto, (as defined in Section 5.2ii) with the Securities and Exchange Commission (the “SEC”) have been prepared in accordance with GAAP applied on a consistent basis throughout the Securities Exchange Act periods covered thereby (except as may be indicated therein or in the notes thereto), (iii) fairly present the consolidated financial condition, results of 1934operations and cash flows of the Parent and each of its subsidiaries as of the respective dates thereof and for the periods referred to therein, as amended and (iv) are consistent in all material respects with the “Exchange Act”) books and records of the filing of a Current Parent. The consolidated balance sheet contained in the Parent's Annual Report on Form 820-K under the Exchange Act and (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities laws and the laws of any foreign country. The Seller stockholder vote required F for the approval fiscal year ended December 31, 1997, including the footnotes thereto, is sometimes referred to hereinafter as the "Parent Base Balance Sheet." The books of account of the Seller Voting Proposal (as defined Parent are complete and accurate in Section 5.4) is a majority of the outstanding shares of Seller Common Stock on the record date for the Seller Meeting (as defined in Section 5.2)all material respects.