Common use of No Conflict or Default Clause in Contracts

No Conflict or Default. Except as required under any applicable Antitrust Laws and the Exchange Act, no action by or in respect of, or filing by or with, any or any other Person is necessary for the execution, delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. The execution, delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance with the provisions hereof will (i) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound or (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Law, writ, injunction or award of any Governmental Entity that is applicable to Stockholder or any of Stockholder’s properties or assets or (iii), if Stockholder is not a natural person, contravene or conflict with Stockholder’s certificate of incorporation and bylaws, trust agreement or other organizational documents, as applicable, in each case, except for any violation, breach, default, termination, modification, cancellation or acceleration described above which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the Exchange 1934 Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by Stockholdereach of Parent and Buyer, the consummation by Stockholder each of Parent and Buyer of the transactions contemplated hereby and the compliance by Stockholder each of Parent and Buyer with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by Stockholdereach of Parent and Buyer, the consummation by Stockholder each of Parent and Buyer of the transactions contemplated hereby or compliance by each of Parent and Buyer with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third-party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder each of Parent and Buyer is a party or by which Stockholder each of Parent and Buyer, as applicable, or any of Stockholdereach of Parent’s and Buyer’s, as applicable properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder each of Parent and Buyer or any of Stockholdereach of Parent’s and Buyer’s properties or assets assets, (iii) constitute a violation by either Parent or Buyer of any applicable law or regulation of any jurisdiction or (iii), if Stockholder is not a natural person, iv) contravene or conflict with Stockholdereither of Parent’s certificate or Buyer’s memorandum and articles of incorporation and bylaws, trust agreement or other organizational documents, association (as applicable), in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder either Parent or Buyer to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for compliance with any applicable requirements of the HSR Act, the EU Merger Regulation, any Other Required Antitrust Laws Approvals and the Exchange Act1934 Act and any other applicable securities Laws, no action by filing with, and no permit, order or in respect authorization of, consent or approval of, or registration, declaration or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby and the compliance by Stockholder Shareholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder Shareholder is a party or by which Stockholder Shareholder or any of StockholderShareholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder Shareholder or any of StockholderShareholder’s properties or assets assets, (iii) constitute a violation by Shareholder of any applicable Law or regulation of any jurisdiction or (iii), if Stockholder is not a natural person, contravene or iv) conflict with StockholderShareholder’s certificate articles of incorporation and bylaws, trust agreement association or other organizational documents, as applicable, and in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any competition, antitrust and investment applicable Antitrust Laws or regulations of foreign jurisdictions and the Exchange 1934 Act, no action by filing with, and no permit, order or in respect authorization of, consent or approval of, or registration, declaration or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby and the compliance by Stockholder Shareholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder Shareholder is a party or by which Stockholder Shareholder or any of StockholderShareholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder Shareholder or any of StockholderShareholder’s properties or assets or (iii), if Stockholder is not ) constitute a natural person, contravene violation by Shareholder of any applicable Law or conflict with Stockholder’s certificate regulation of incorporation and bylaws, trust agreement or other organizational documents, as applicableany jurisdiction, in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under any applicable Antitrust competition, antitrust and investment Laws or regulations of foreign jurisdictions and the Exchange Act, no action by or in respect of, or filing by or with, any or any other Person is necessary for the execution, delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. The None of the execution, delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust competition, antitrust and investment Laws and the Exchange Act and similar foreign Laws, violate any judgment, Law, order, writ, injunction injunction, decree or award of any Governmental Entity Authority that is applicable to Stockholder or any of Stockholder’s properties or assets or [(iii), if Stockholder is not a natural person, ) contravene or conflict with Stockholder’s [certificate of incorporation and bylaws, ] [trust agreement agreement] [or other organizational documents, as applicable]], in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the Exchange 1934 Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby and the compliance by Stockholder Shareholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder Shareholder is a party or by which Stockholder Shareholder or any of StockholderShareholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder Shareholder or any of StockholderShareholder’s properties or assets assets, (iii) constitute a violation by Shareholder of any applicable law or regulation of any jurisdiction or (iii), if Stockholder is not a natural person, iv) contravene or conflict with StockholderShareholder’s certificate memorandum and articles of incorporation and bylaws, trust agreement or other organizational documents, association (as applicable), in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Laws or regulations of foreign jurisdictions and the Exchange Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder or any of Stockholder’s properties or assets or (iii), if ) constitute a violation by Stockholder is not a natural person, contravene of any applicable law or conflict with Stockholder’s certificate regulation of incorporation and bylaws, trust agreement or other organizational documents, as applicableany jurisdiction, in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Laws or regulations of foreign jurisdictions and the Exchange Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by StockholderPurchaser and Parent, the consummation by Stockholder Purchaser and Parent of the transactions contemplated hereby and the compliance by Stockholder Purchaser and Parent with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by StockholderPurchaser and Parent, the consummation by Stockholder Purchaser and Parent of the transactions contemplated hereby or compliance by Purchaser and Parent with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder Purchaser or Parent is a party or by which Stockholder Purchaser or Parent or any of StockholderPurchaser’s or Parent’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder Purchaser or Parent or any of StockholderPurchaser’s or Parent’s properties or assets or assets, (iii)) constitute a violation by Purchaser or Parent of any applicable law or regulation of any jurisdiction, if Stockholder is not a natural person, (iv) contravene or conflict with StockholderPurchaser’s or Parent’s certificate of incorporation and bylaws, trust agreement or other organizational documents, as applicable, in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder Purchaser or Parent to perform its respective obligations hereunder or consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the Exchange 1934 Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by Stockholdereach of Parent and Buyer, the consummation by Stockholder each of Parent and Buyer of the transactions contemplated hereby and the compliance by Stockholder each of Parent and Buyer with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by Stockholdereach of Parent and Buyer, the consummation by Stockholder each of Parent and Buyer of the transactions contemplated hereby or compliance by each of Parent and Buyer with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third-party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder each of Parent and Buyer is a party or by which Stockholder each of Parent and Buyer, as applicable, or any of Stockholdereach of Parent’s and Buyer’s, as applicable properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder each of Parent and Buyer or any of Stockholdereach of Parent’s and Buyer’s properties or assets assets, (iii) constitute a violation by either Parent or Buyer of any Applicable Law or regulation of any jurisdiction or (iii), if Stockholder is not a natural person, iv) contravene or conflict with Stockholdereither of Parent’s certificate or Buyer’s memorandum and articles of incorporation and bylaws, trust agreement or other organizational documents, association (as applicable), in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder either Parent or Buyer to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under any applicable Antitrust competition, antitrust and investment Laws or regulations of foreign jurisdictions and the Exchange Act, no action by or in respect of, or filing by or with, any or any other Person is necessary for the execution, delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. The None of the execution, delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust competition, antitrust and investment Laws and the Exchange Act and similar foreign Laws, violate any judgment, Law, order, writ, injunction injunction, decree or award of any Governmental Entity Authority that is applicable to Stockholder or any of Stockholder’s properties or assets or (iii), if Stockholder is not a natural person, ) contravene or conflict with Stockholder’s certificate of incorporation and bylaws, trust agreement or other organizational documents, as applicable, in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the Exchange 1934 Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby and the compliance by Stockholder Shareholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder such Shareholder is a party or by which Stockholder such Shareholder or any of Stockholdersuch Shareholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder such Shareholder or any of Stockholdersuch Shareholder’s properties or assets assets, (iii) constitute a violation by such Shareholder of any Applicable Law or regulation of any jurisdiction or (iii), if Stockholder is not a natural person, iv) contravene or conflict with Stockholdersuch Shareholder’s certificate memorandum and articles of incorporation and bylaws, trust agreement or other organizational documents, association (as applicable), in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Laws or regulations of foreign jurisdictions and the Exchange Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancelation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Law, order, writ, injunction injunction, decree or award of any Governmental Entity Authority that is applicable to Stockholder or any of Stockholder’s properties or assets assets, or (iii), if ) constitute a violation by Stockholder is not a natural person, contravene of any applicable Law or conflict with Stockholder’s certificate regulation of incorporation and bylaws, trust agreement or other organizational documents, as applicableany jurisdiction, in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under any applicable Antitrust Laws No filing with, and the Exchange Actno permit, no action by order or in respect authorization of, consent or approval of, or registration, declaration or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby and the compliance by Stockholder Shareholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder Shareholder or any of its controlled Affiliates is a party or by which Stockholder Shareholder, any of its controlled Affiliates or any of StockholderShareholder’s or any of its controlled Affiliate’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder Shareholder, any of its controlled Affiliates or any of StockholderShareholder’s or any of its controlled Affiliate’s properties or assets or (iii)) constitute a violation by Shareholder or any of its controlled Affiliates of any applicable Law or regulation of any jurisdiction, if Stockholder is not a natural person, contravene or conflict with Stockholder’s certificate of incorporation and bylaws, trust agreement or other organizational documents, as applicable, in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflict or Default. Except as may be required under any applicable Antitrust Laws and the Exchange Act, no action by or in respect of, or filing by or with, any or any other Person is necessary for the execution, delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. The execution, delivery or performance of this Agreement by StockholderStockholder do not, and the consummation by Stockholder of the transactions contemplated hereby or and compliance with the provisions hereof will not: (i) result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, require any consent or other action by any Person under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound or result in the creation of any Lien upon the Covered Shares (other than as created by this Agreement or under applicable securities Laws), (ii) assuming compliance conflict with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, or violate any judgment, Law, writ, injunction Laws or award of any Governmental Entity that is Judgment applicable to Stockholder or any of Stockholder’s properties or assets assets, or (iii), ) if Stockholder is not a natural person, contravene or conflict with Stockholder’s certificate of incorporation and bylaws, trust agreement or other organizational documents, as applicable, other than in each casethe cases of clauses (i) and (ii), except for any such any violation, breach, default, action, termination, modification, cancellation cancellation, acceleration, loss of benefit, Lien or acceleration described above which conflict that would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Laws or regulations of foreign jurisdictions and the Exchange Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Entity or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any Governmental Entity that is applicable to Stockholder or any of Stockholder’s properties or assets or assets, (iii)) constitute a violation by Stockholder of any applicable law or regulation of any jurisdiction, if Stockholder is not a natural person, or [(iv) contravene or conflict with Stockholder’s [certificate of incorporation and bylaws, ] [trust agreement agreement] [or other organizational documents, as applicable, ],] in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Applicable Laws or regulations of foreign jurisdictions and the Exchange 1934 Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Authority or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by StockholderShareholder, the consummation by Stockholder Shareholder of the transactions contemplated hereby and the compliance by Stockholder each Shareholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by Stockholdereach Shareholder, the consummation by Stockholder each Shareholder of the transactions contemplated hereby or compliance by each Shareholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder such Shareholder is a party or by which Stockholder such Shareholder or any of Stockholdersuch Shareholder’s properties or assets may be bound or bound, (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Laworder, writ, injunction injunction, decree or award of any court, administrative agency or other Governmental Entity Authority that is applicable to Stockholder such Shareholder or any of Stockholdersuch Shareholder’s properties or assets assets, (iii) constitute a violation by such Shareholder of any Applicable Law or regulation of any jurisdiction or (iii), if Stockholder is not a natural person, iv) contravene or conflict with Stockholdersuch Shareholder’s certificate memorandum and articles of incorporation and bylaws, trust agreement or other organizational documents, association (as applicable), in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder such Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby.

No Conflict or Default. Except as required under any applicable Antitrust Laws and the Exchange Act, no action by or in respect of, or filing by or with, any or any other Person is necessary for the executionconsents described in ---------------------- Schedule 3.22, all of which shall be obtained prior to the Closing (unless otherwise expressly agreed by ADP in writing), neither the execution and delivery or performance of this Agreement by StockholderRDG and the Shareholders, nor compliance by RDG and the Shareholders with the terms and provisions of this Agreement, including without limitation the consummation by Stockholder of the transactions contemplated hereby and by this Agreement, will violate in any manner any Applicable Laws or Permits (subject to the compliance by Stockholder with limitation set forth at the provisions hereof. The execution, delivery or performance end of this Agreement by Stockholder(S)3.22) or conflict with or result in the breach of any term, the consummation by Stockholder condition or provision of the transactions contemplated hereby or compliance with the provisions hereof will (i) result in any violation or breach ofarticles of incorporation, by-laws, or default (with other organizational documents of RDG or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, modification, cancellation or acceleration of any obligation or to the loss of a benefit under any noteagreement, bonddeed, contract, undertaking, mortgage, indenture, leasewrit, licenseorder, permitdecree, contractrestriction, commitment, arrangement, understanding, agreement legal obligation (subject to the limitation set forth at the end of this (S)3.22) or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder RDG or any Shareholder is a party or by which Stockholder RDG or any Shareholder, or any of Stockholder’s properties RDG's or assets such Shareholder's assets, are or may be bound or affected, or constitute a default (iior an event which, with the giving of notice, the passage of time, or otherwise, would constitute a default) assuming compliance thereunder, or result in the creation or imposition of any lien, security interest, charge or encumbrance, or restriction of any nature whatsoever with all applicable Antitrust Laws and respect to any assets of RDG, or give to others any interest or rights, including rights of termination, acceleration or cancellation, in or with respect to any of the Exchange Act and similar foreign Lawsassets, violate any contracts or business of RDG. To the best of each Shareholder's knowledge, there is no federal, state, or local statute, law, regulation, legislation, rule, policy, or general instruction, third party reimbursement system, or ruling, judgment, Lawdecree, writ, injunction or award interpretation of any Governmental Entity that court, agency, or other governing body having jurisdiction over RDG (collectively, an "Existing Ruling") which (a) relates to the affiliation between RDG and American contemplated by this Agreement, and (b) is applicable to Stockholder inconsistent with the representations and warranties of the Shareholders set forth in this (S)3.22 regarding whether such affiliation will violate in any manner any Applicable Laws or any of Stockholder’s properties or assets or (iii), if Stockholder is not a natural person, contravene Permits or conflict with Stockholder’s certificate or result in a breach of incorporation any legal obligation. Any such Existing Ruling which is beyond the best knowledge of each Shareholder shall not constitute a breach of the representations and bylawswarranties set forth in this (S)3.22, trust agreement or other organizational documents, as applicable, in each case, except for nor shall any violation, breach, default, termination, modification, cancellation or acceleration described above which would not adversely affect change in any material respect Existing Ruling which occurs after the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated herebyClosing.

No Conflict or Default. Except as required under for any applicable Antitrust competition, antitrust and investment Laws or regulations of foreign jurisdictions and the Exchange Act, no action by filing with, and no permit, authorization, consent or in respect approval of, or filing by or with, any Governmental Entity or any other Person is necessary for the execution, execution and delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby and the compliance by Stockholder with the provisions hereof. The execution, None of the execution and delivery or performance of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated hereby or compliance by Stockholder with any of the provisions hereof will (i) result in any a violation or breach of, or default constitute (with or without notice or lapse of time, time or both) under, a default (or give rise to a any third party right of, or result in, of termination, modificationcancellation, cancellation modification or acceleration acceleration) under, any of any obligation the terms, conditions or to the loss provisions of a benefit under any note, bond, mortgage, indenture, lease, license, permit, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust, to which Stockholder is a party or by which Stockholder or any of Stockholder’s properties or assets may be bound bound, or (ii) assuming compliance with all applicable Antitrust Laws and the Exchange Act and similar foreign Laws, violate any judgment, Law, order, writ, injunction injunction, decree or award of any Governmental Entity that that, to the knowledge of the Stockholder, is applicable to Stockholder or any of Stockholder’s properties or assets or (iii), if Stockholder is not a natural person, contravene or conflict with Stockholder’s certificate of incorporation and bylaws, trust agreement or other organizational documents, as applicableassets, in each case, except for any violationconflict, breach, default, termination, modification, cancellation default or acceleration violation described above which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby.