Common use of No Conflict or Required Approvals Clause in Contracts

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transaction Documents, nor the consummation by the Company of Investment Transaction contemplated hereby, or compliance with any of the terms or provisions herein by the Company will: (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws, of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or lapse of time or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, mortgage, indenture, deed of trust, lease, sublease, license, sublicense, agreement, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase order, or other agreement or Contract to which the Company or any of the Company’s Subsidiaries is a party or by which they are bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiaries, or (iv) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”), or material Law applicable to the Company, or any of the Company Subsidiaries, or any of their respective assets or properties; except in the case of clauses (ii), (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming the accuracy of the representations made by the Investor in Section 3 of this Agreement, no notice to, registration, qualification, designation, declaration of, or filing by the Company with, or the Consent or Permit of, or any action by any Governmental Entity or any other Person is required on the part of the Company in connection with the execution and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, sale, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsAgreement, nor the consummation by the Company of Investment Transaction the transactions contemplated hereby, or compliance with any of the terms or provisions herein by the Company will: will (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy of the representations made by the Investor in Section 3 execution and delivery of this Agreement, no nor the consummation of the transactions contemplated by this Agreement will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement First Amended and Restated Amendment or any of the other Transaction DocumentsAmended and Restated Convertible Notes, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein nor any of the Amended and Restated Convertible Notes by the Company will: will (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “"Governmental Entity”"), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a2.4(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this AgreementFirst Amended and Restated Amendment. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transactions contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsMay 2016 Convertible Note, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein or in the May 2016 Convertible Note by the Company will: (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “"Governmental Entity”"), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transaction contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsDocuments by the Company, nor the consummation by of the Company of Investment Transaction contemplated hereby, or compliance with any of the terms or provisions herein by the Company will: (i) conflict with or violate any provision of any of the Articles of Incorporation or Bylaws, Organizational Documents of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or lapse of time or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, mortgage, indenture, deed of trust, lease, sublease, license, sublicense, agreement, Permit, concession, franchise, security interest, instrument of indebtednessIndebtedness, plan or other instrument, purchase order, or other agreement or Contract to which the Company or any of the Company’s Subsidiaries is a party or by which they any of them are is bound or to which their respective properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiaries, or (iv) conflict with or violate any judgment, order, writ, injunctionInjunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentalitydecree, or other public body, domestic or foreign (a “Governmental Entity”), or material Law applicable to the Company, Company or any of the Company Subsidiaries, Company’s Subsidiaries or any of their respective assets properties or properties; except in the case of clauses (ii), (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect on the Company or its ability to consummate and perform the terms of this Agreementassets. (b) Assuming the accuracy of the representations made by the Investor in Section 3 of this Agreement, no notice toNo notice, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent or Permit of, or any action by any Governmental Entity Authority or any other Person is required on the part of the Company in connection with the execution and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, sale, and delivery of the Acquired Shares, except: except (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings such notices as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended and (the “Securities Act”)), and ii) such filing as may be required under applicable state securities Lawslaws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsConvertible Notes, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein or any of the Convertible Notes by the Company will: will (i) conflict with or violate any provision of the Articles certificate of Incorporation incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transaction contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsSeptember 2015 Convertible Note, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein or in the September 2015 Convertible Note by the Company will: will (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “"Governmental Entity”"), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transaction contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transaction Documents, nor the consummation by the Company of Investment Transaction contemplated hereby, or compliance with any of the terms or provisions herein by the Company will: (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws, of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or lapse of time or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, mortgage, indenture, deed of trust, lease, sublease, license, sublicense, agreement, Permitpermit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase order, or other agreement or Contract contract to which the Company or any of the Company’s Subsidiaries is a party or by which they are it is bound or to which their its properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit permit or license applicable to the Company or any of the Company’s Subsidiaries, or (iv) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”), or material Law law applicable to the Company, or any of the Company Subsidiaries, or any of their its respective assets or properties; except in the case of clauses (ii), (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming the accuracy of the representations made by the Investor in Section 3 of this Agreement, no notice to, registration, qualification, designation, declaration of, or filing by the Company with, or the Consent or Permit of, or any action by any Governmental Entity or any other Person is required on the part of the Company in connection with the execution and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, sale, and delivery of the Acquired Shares, except: (i) the filing of the Amended appropriate Certificate of DeterminationDetermination or similar document, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsConvertible Notes, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein nor any of the Convertible Notes by the Company will: will (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transactions contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsSeptember 2016 Convertible Note, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein or in the September 2016 Convertible Note by the Company will: (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transaction contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsDecember 2015 Convertible Note, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein or in the December 2015 Convertible Note by the Company will: will (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “"Governmental Entity”"), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transaction contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement Second Amended and Restated Amendment or any of the other Transaction DocumentsAmended and Restated Convertible Notes, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein nor any of the Amended and Restated Convertible Notes by the Company will: will (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “"Governmental Entity”"), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a2.4(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this AgreementSecond Amended and Restated Amendment. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transactions contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither the execution and delivery of this Agreement or any of the other Transaction Documents, nor the consummation by the Company of Investment Transaction contemplated hereby, or compliance with any of the terms or provisions herein by the Company will: (i) conflict with or violate any provision of the Articles of Incorporation or Bylaws, of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or lapse of time or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, mortgage, indenture, deed of trust, lease, sublease, license, sublicense, agreement, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase order, or other agreement or Contract to which the Company or any of the Company’s Subsidiaries is a party or by which they are bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiaries, or (iv) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”), or material Law applicable to the Company, or any of the Company Subsidiaries, or any of their respective assets or properties; except in the case of clauses (ii), (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming the accuracy of the representations made by the Investor FOMO WORLDWIDE, INC. in Section 3 of this Agreement, no notice to, registration, qualification, designation, declaration of, or filing by the Company with, or the Consent or Permit of, or any action by any Governmental Entity or any other Person is required on the part of the Company in connection with the execution and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, sale, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsAugust 2016 Convertible Note, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein or in the August 2016 Convertible Note by the Company will: (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “"Governmental Entity”"), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transaction contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.

No Conflict or Required Approvals. (a) Except as set forth in the Disclosure Schedule, neither Neither the execution and delivery of this Agreement or any of the other Transaction DocumentsDecember 2014 Convertible Note, nor the consummation by the Company of Investment Transaction the transactions contemplated herebyhereby or thereby, or compliance with any of the terms or provisions herein nor of the December 2014 Convertible Note by the Company will: will (i) conflict with or violate any provision of the Articles Certificate of Incorporation or Bylaws, bylaws of the Company, assuming the filing of the Amended Certificate of Determination in relation to the consummation of the Investment Transaction, (ii) violate, conflict with, violate, or constitute or result in a material breach of any term, condition, or provision of, or constitute a default (with or without due notice or the lapse of time time, or both) under, or give rise to any right of termination, modification, cancellation, or acceleration of any obligation or the loss of any material benefit under, or require a Consent pursuant to, or result in the creation of any material Lien upon any material assets or properties of the Company pursuant to any of the terms, provisions, or conditions of any material loan or credit agreement, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, sublicenseagreement, agreementcontract, lease, Permit, concession, franchise, security interest, instrument of indebtedness, plan or other instrument, purchase orderplan, or other agreement instrument or Contract obligation to which the Company or any of the Company’s Subsidiaries is a party or by which they are any of its material assets or properties may be bound or to which their properties or assets are subject, (iii) result in the imposition of any Lien upon any properties or assets of the Company, or any of the Company Subsidiaries or in the suspension, revocation, forfeiture or nonrenewal of any material Permit or license applicable to the Company or any of the Company’s Subsidiariesaffected, or (iviii) conflict with or violate any judgment, order, writ, injunction, decree of any court, governmental, regulatory or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”), or material Law applicable to the Company, Company or any of the Company Subsidiaries, or any of their respective its assets or properties; except in the case of clauses (ii), ) and (iii), or (iv) of this Section 2.3(a), as would not have a Material Adverse Effect material adverse effect on the Company or its ability to consummate and perform the terms of this Agreement. (b) Assuming Neither the accuracy execution and delivery of each of the representations made Loan Documents, nor the consummation of the transaction contemplated by the Investor in Section 3 of this Agreement, no Loan Documents will require notice to, registration, qualification, designation, declaration ofdeclaration, or filing by the Company with, or the Consent order, authorization, or Permit of, or exception or waiver by, or Consent of, or any action by by, any Governmental Entity or any other Person is required on the part of the Company than in connection or compliance with the execution provisions of applicable state corporate and delivery of this Agreement or the other Transaction Documents, or the consummation the Investment Transaction, including, without limitation, the offer, issuance, salesecurities Laws, and delivery of the Acquired Shares, except: (i) the filing of the Amended Certificate of Determination, which shall be filed on closing or as soon as practicable, and (ii) the filings as may be required under applicable provisions of United States federal securities Laws (including, if applicable, pursuant to Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and as may be required under applicable state securities Laws, each of which will be filed timely within the applicable periods therefor.