Common use of No Conflict; Required Filings and Consents Clause in Contracts

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the Company. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Person.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation by the Company of the Transactions Offer, the Merger or any other transactions contemplated by this Agreement, or the compliance by the Company or any of its subsidiaries with any of the provisions of this Agreement will not, not (i) conflict with or violate (x) the certificate Amended and Restated Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) Amended and Restated Bylaws of the Company or (y) the organizational or governing documents of any Asset Sellerof the Company’s subsidiaries, (ii) assuming that all the consents, approvals, approvals and authorizations and other actions described specified in Section 2.5(b3.5(b) have been obtained received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization or taken and all filings and obligations described in Section 2.5(b) have waiver has been made or fulfilledsatisfied, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties subsidiaries or assets are by which any property or asset of the Company or any of its subsidiaries is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consentsrequire any consent or approval under, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledviolate, conflict with, result in a any breach of of, or constitute a default (with or without notice or lapse of time time, or both) a default under, or give rise to in others any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any Lien (result in the creation of a Lien, other than a any Permitted Lien) on , upon any of the Purchased Assets properties or assets of the Company or any property of its subsidiaries pursuant to, any note, bond, mortgage, indenture or asset credit agreement, or any other contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is bound, other than, in the Companycase of clauses (ii) and (iii), any such violation, breach, default, right, termination, amendment, acceleration, cancellation or Lien that would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions by the Company and of the Asset Sellers Offer, the Merger or any other transactions contemplated by this Agreement, or the compliance by the Company or any of its subsidiaries with any of the provisions of this Agreement will not, require any consent, approval, authorization authorization, waiver or permit of, or filing with or notification to, any domestic Governmental Authority, except for applicable requirements of (federali) the Exchange Act, state the Securities Act or localBlue Sky Laws, (ii) the HSR Act and any other applicable U.S. or foreign government competition, antitrust, merger control or governmentalinvestment Laws (together with the HSR Act, regulatory “Antitrust Laws”), (iii) the DGCL and (iv) the rules of the New York Stock Exchange, and except where failure to obtain any such consents, approvals, authorizations or administrative authority, agency, instrumentality or commissionpermits, or to make any courtsuch filings or notifications, tribunalwould not have, individually or judicial or arbitral body (eachin the aggregate, a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company do not and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, not (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) by-laws of the Company or any Asset SellerCompany, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 2.5(bcontemplated by clauses (i) through (ii) of subsection (b) below have been obtained or taken obtained, and all filings and obligations described in Section 2.5(b) such clauses have been made or fulfilledmade, conflict with or violate any Law law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it or any of its Subsidiaries or by which its or any of their respective properties are bound, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in except as set forth on Section 2.5(b3.5(a)(iii) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withof the Company Disclosure Schedule, result in a any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) or result in the loss of a default benefit under, or give rise to any right of modification, termination, amendmentcancellation, amendment or acceleration of, or acceleration result in the creation of any material Permit or Material Contract, or (iv) create any Lien Encumbrances (other than a Permitted LienEncumbrances arising out of this Agreement or restrictions imposed by law) on upon any of the Purchased Assets assets or properties of the Company or any property or asset of its Subsidiaries, under any of the Companyterms, conditions or provisions of any written or oral note, bond, mortgage, indenture, contract, binding commitment, agreement, understanding, lease (including the lease of any store, distribution center, warehouse or corporate offices), license, permit or other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets may be bound. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions Merger by the Company do not and the Asset Sellers will not, not require any consent, approval, authorization or permit of, action by, filing or filing registration with or notification to, any domestic (federal, state or local) state, local or foreign government legislative, executive or governmental, regulatory or administrative (including stock exchange) authority, agency, instrumentality or court, commission, or any court, tribunal, or judicial or arbitral other governmental body (each, a “Governmental AuthorityEntity”), except for (i) or any other Personthe state securities, takeover, tender offer and “blue sky” laws listed on Section 3.5(b) of the Company Disclosure Schedule, and (ii) the filing with the Office of the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL.

No Conflict; Required Filings and Consents. (ai) The execution, delivery and performance of the Exchange Documents by each of the Company and each Asset Seller the consummation by the Company of the Acquisition Documents do not, transactions contemplated hereby and the consummation of the Transactions thereby will not, not (i) conflict with or violate result in a violation of the Certificate of Incorporation (including, without limitation, any certificate of incorporation designation contained therein), Bylaws, certificate of formation, memorandum of association, articles of association, bylaws or bylaws (or equivalent other organizational documents) documents of the Company or any Asset Sellerof its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default in any respect under, or give rise to others any right rights of termination, amendment, acceleration or acceleration cancellation of, any agreement, indenture or instrument to which the Company or any of any material Permit or Material Contractits Subsidiaries is a party, or (iviii) create result in a violation of any Lien law, rule, regulation, order, judgment or decree (other than a Permitted Lienincluding, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations of the Principal Market and including all applicable foreign, federal and state laws, rules and regulations) on applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the CompanyCompany or any of its Subsidiaries is bound or affected. (bii) Except as set forth in Section 2.5(b) of Neither the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents nor any Subsidiary is required to which it is a party do not, and the consummation of the Transactions by the Company and the Asset Sellers will not, require obtain any consent, approvalconsent from, authorization or permit order of, or make any filing or registration with or notification to(other than the Required Approvals), any domestic (federal, state Governmental Entity or local) or foreign government or governmental, any regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) self-regulatory agency or any other PersonPerson in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Exchange Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the date hereof, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Exchange Documents.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by the Company, delivery Merger Sub and performance by each of the Company and each Asset Seller of the Acquisition Documents LLC do not, and the consummation performance of this Agreement by the Transactions will Company, Merger Sub and the LLC shall not, (i) conflict with or violate the certificate Company Organizational Documents, the articles of incorporation or bylaws (by-laws or equivalent other organizational documents) , as the case may be, of any Company Subsidiary, the Company Merger Sub Organizational Documents or any Asset Sellerthe LLC Organizational Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order Laws applicable to (A) the Company, any Company Subsidiary, Merger Sub or the LLC or by which it or any of its their respective properties or assets are is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create result in the creation of a lien or encumbrance on any Lien (other than a Permitted Lien) on of the Purchased Assets properties or any property or asset assets of the Company, any Company Subsidiary, Merger Sub or the LLC pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company, any Company Subsidiary, Merger Sub or the LLC is a party or by which the Company, any Company Subsidiary, Merger Sub or the LLC or any of their respective properties is bound or affected, except in the case of clause (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Material Adverse Effect on the Company, the Company Subsidiaries, Merger Sub, and the LLC, taken as a whole. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure ScheduleCompany, Merger Sub and the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party LLC do not, and the consummation performance of the Transactions this Agreement by the Company Company, Merger Sub and the Asset Sellers will LLC shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state governmental or local) or foreign government or governmental, regulatory or administrative authority, agencydomestic or foreign, instrumentality except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the filing and recordation of appropriate merger or commissionother documents as required by Delaware law, and prior notification filings with the Department of Justice under the HSR Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or any courtto make such filings or notifications, tribunalwould not prevent or delay consummation of the Mergers, or judicial otherwise would not prevent or arbitral body (eachdelay consummation of the Mergers, or otherwise prevent the Company, Merger Sub and the LLC from performing their obligations under this Agreement, and would not have a “Governmental Authority”) or any other PersonMaterial Adverse Effect on the Company, the Company Subsidiaries, Merger Sub, and the LLC, taken as a whole.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do does not, and the performance of this Agreement by the Company and the consummation of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws or equivalent organizational documents of the Company or conflict with or violate the certificate of incorporation or bylaws (by-laws or equivalent organizational documents) documents of the Company or any Asset SellerSubsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(bsubsection 3.6(b) have been obtained or taken and all filings and obligations described in Section 2.5(bsubsection 3.6(b) have been made or fulfilledcomplied with, conflict with or violate any Law foreign or Order domestic (federal, state or local) law, statute, ordinance, rule, regulation, interpretation, permit, injunction, writ, judgment, decree or order ("Law") applicable to (A) the Company or any Subsidiary or by which it any asset of the Company or any of its properties or assets are Subsidiary is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create require any Lien (payment under, or result in the creation of a lien, claim, security interest or other than a Permitted Lien) charge or Encumbrance on the Purchased Assets or any property or asset of the CompanyCompany or any Subsidiary pursuant to, any contract or other instrument or obligation to which the Company or any Subsidiary is a party or by which any asset of the Company or any Subsidiary is bound or affected, except with respect to the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the performance of this Agreement by the Company and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic United States (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, commission, board, bureau, court or instrumentality or commissionarbitrator of any kind ("Governmental Authority"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively the "Securities Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively the "Exchange Act"), state securities or "blue sky" laws ("Blue Sky Laws"), National Association of Securities Dealers, Inc. Automated Quotation/National Market System ("NASDAQ/NMS") and state takeover laws, the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), any pre-merger notification filing with the German Federal Cartel Office and filing and recordation of appropriate merger documents as required by the DGCL and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the Offer or the Merger or otherwise prevent the Company from performing its obligations under this Agreement or consummating any courtof the Transactions, tribunaland would not, individually or judicial or arbitral body (eachin the aggregate, have a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by the Buyer of this Agreement and each of the Company and each Asset Seller of Ancillary Agreements to which the Acquisition Documents do notBuyer will be a party, and the consummation of the Transactions transactions contemplated hereby and thereby, do not and will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute not (with or without notice or lapse of time or both) a (i) conflict with, violate, breach or constitute default underunder the Organizational Documents of the Buyer, (ii) conflict with or violate, or give rise any Governmental Authority the right to challenge any right of termination, amendment, the transactions contemplated hereby under any Law applicable to the Buyer or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or by which any property or asset of the CompanyBuyer is bound or affected; or (iii) conflict with, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, result in acceleration of or create in any party the right to accelerate, terminate, cancel or otherwise modify, or require any consent of, or the giving of notice to, any Person pursuant to, any material Contract to which the Buyer is a party or is bound or to which any of the properties or assets of the Buyer are subject, except for (A) in the case of the foregoing clause (ii), any such conflicts, violations, breaches, defaults or other occurrences that arise as a result of any facts or circumstances relating to the Seller or any of its Affiliates and (B) in the case of the foregoing clause (iii), any such conflicts, breaches, defaults or other occurrences that would not, individually or in the aggregate, reasonably be expected to be material to the Buyer and its Subsidiaries taken as a whole. (b) Except as set forth The Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in Section 2.5(b) of the Company Disclosure Schedule, connection with the execution, delivery and performance by the Buyer of this Agreement and each of the Company and each Asset Seller of the Acquisition Documents Ancillary Agreements to which it is a will be party do not, and or the consummation of the Transactions transactions contemplated hereby or thereby, except (i) for any filings required to be made under any applicable Xxxxxxxxx Xxxx, (xx) for such filings as may be required by the Company and the Asset Sellers will notany applicable federal or state securities or “blue sky” Laws, require any (iii) where failure to obtain such consent, approval, authorization or permit ofaction, or to make such filing with or notification tonotification, would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or (iv) as may be necessary as a result of any domestic (federal, state facts or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, circumstances relating to the Seller or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personof its Affiliates.

No Conflict; Required Filings and Consents. (ai) The execution, delivery and performance of the Exchange Documents by each of the Company and each Asset Seller the consummation by the Company of the Acquisition Documents do not, transactions contemplated hereby and the consummation thereby will not (A) result in a violation of the Transactions will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) Incorporation of the Company, the terms of any share capital of the Company or any Asset Sellerof its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the bylaws of the Company or by which it any of the organizational documents of the Company or any of its properties or assets are bound Subsidiaries or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration cancellation of, any agreement, indenture or instrument to which the Company or any of any material Permit or Material Contractits Subsidiaries is a party, or (ivC) create result in a violation of any Lien law, rule, regulation, order, judgment or decree (other than a Permitted Lienincluding U.S. federal and state securities laws, rules, and regulations, and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”)) on applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the CompanyCompany or any of its Subsidiaries is bound or affected, except, in the case of (B) or (C), as would not be reasonably expected to result in a Material Adverse Effect. (bii) Except as set forth in Section 2.5(b) of Neither the Company Disclosure Schedulenor any of its Subsidiaries is required to obtain any consent, authorization or order of, or, make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the executionExchange Documents, delivery in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and performance by each of registrations (which the Company is required to obtain pursuant to the preceding sentence) have been obtained or effected, or will have been obtained or effected, on or prior to the date hereof, and the Company and each Asset Seller its Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the Acquisition Documents registration, application or filings pursuant to which it is a party do not, and the consummation preceding sentence. The Company has no knowledge of any facts that would reasonably lead to delisting or suspension of the Transactions shares of Common Stock by the Company and Principal Market in the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personforeseeable future.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the Company. (b) Except as set forth in Section 2.5(b3.05(a) of the Company Disclosure Schedule, the execution, delivery and performance by of this Agreement and each of the Company and each Asset Seller of the Acquisition Documents New Employment Agreements to which it is a party do by the Company does not, and the consummation of the Transactions and the performance of this Agreement and such New Employment Agreements by the Company and the Asset Sellers compliance by the Company with any provisions of this Agreement and such New Employment Agreements will not, require (i) conflict with, violate or result in a breach of any consentprovision of the Organizational Documents of the Company or any of the Company Subsidiaries, approval(ii) conflict with or violate any Law or Order applicable to the Company or any of the Company Subsidiaries, authorization or permit by which any of their respective properties are bound or affected or (iii) result in a violation or breach of or the loss of any benefit under, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on, any of the properties of the Company or any of the Company Subsidiaries pursuant to any of the terms or provisions of any Contract, lien, Permit, franchise or other instrument or obligation to which the Company or any of the Company Subsidiaries is or are a party or by which the Company or any of the Company Subsidiaries or any of their respective properties is or may be bound or affected, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other condition or state of facts that would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, or to prevent or materially delay the consummation by the Company of the Transactions. (b) No consent, approval or Order of, filing with with, or notification to, or other Permit or authorization of, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) Authority or any other PersonPerson is required to be made, obtained, performed or given to or with respect to the Company or any of the Company Subsidiaries in connection with the execution, delivery and performance of this Agreement or the New Employment Agreements to which it is a party by the Company or the consummation by the Company of the Transactions, except for: (i) the filings required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods required under any applicable Foreign Antitrust Law, or foreign investment control or similar Law; (ii) the filing with the SEC of (1) the Schedule 14D-9 and (2) the Proxy Statement if stockholder approval of the Merger is required by Law; (iii) such reports and filings under Section 13(a), 14(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement and the Transactions; (iv) the filing and recordation of the Certificate of Merger or Certificate of Ownership and Merger, as the case may be, as required by the DGCL; (v) if required by the DGCL with respect to the Merger, the Required Company Stockholder Vote; (vi) the filing of appropriate documents with NASDAQ and the relevant authorities of any states where the Company is qualified to do business; (vii) the consents, approvals, Orders, filings, notifications, other Permits or authorizations set forth on Section 3.05(b) of the Company Disclosure Schedule; and (viii) such consents, approvals, Orders, filings, notifications, other Permits or authorizations, the failure to be made or obtained would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, or to prevent or materially delay the consummation by the Company of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each Molson of this Agreement and the Company and each Asset Seller of the Acquisition other Transaction Documents do notto which it is party, and the consummation by Molson of the Transactions transactions contemplated hereby and thereby, do not and will not, subject to obtaining the Molson Shareholder Approval and receipt of the Approvals referred to in Section 3.5(b) below, (i) contravene, conflict with or violate result in a violation or breach of any provision of the certificate of incorporation Molson Charter Documents or bylaws (or the equivalent organizational documents) documents of the Company or any Asset Sellerof Molson's material Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledcontravene, conflict with or violate result in a violation or breach of any provisions of any Law or Order applicable to (A) the Company or by which it Molson or any of its Subsidiaries or by which its or any of their respective properties or assets are is bound or (B) the Asset Sellers or the Purchased Assetsaffected, (iii) assuming that all consentsrequire any consent or other action by any Person under, approvalsconstitute a default (or an event that, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both, would constitute a default) a default under, or give rise to any right of cause or permit the termination, amendment, acceleration, triggering or acceleration cancellation or other change of any material Permit right or Material Contractobligation or the loss of any benefit to which Molson or any of its Subsidiaries is entitled under (A) any provision of any Contract or other instrument binding upon Molson or any of its Subsidiaries or (B) any license, permit, franchise, certificate, approval or other similar authorization (a "Permit") held by, or affecting, or relating in any way to, the assets or business of, Molson or any of its Subsidiaries, or (iv) create result in the creation or imposition of any Lien (on any asset of Molson or any of its Subsidiaries, other than such exceptions in the case of clause (ii), (iii) or (iv) as have been disclosed to Coors prior to the date of this Agreement or as would not, individually or in the aggregate, reasonably be expected to have a Permitted Lien) Material Adverse Effect on the Purchased Assets or any property or asset of the CompanyMolson. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance by each Molson of this Agreement and the Company and each Asset Seller of the Acquisition other Transaction Documents to which it is a party and the consummation by Molson of the transactions contemplated hereby and thereby do not, and the consummation of the Transactions by the Company and the Asset Sellers will shall not, require any consentApproval, approval, authorization action by or permit in respect of, or filing with or notification to, any domestic Governmental Entity, to be made or obtained by Molson or its Subsidiaries, except for (federalA) the Competition Act Approval, state or local(B) or foreign government or governmentalthe ICA Approval, regulatory or administrative authority, agency, instrumentality or commission, or (C) the compliance with any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Person.applicable requirements of the United States Xxxx-Xxxxx-Xxxxxx

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance by each of the Company and each Asset Seller of Transaction Documents by the Acquisition Documents Purchaser do not, and the performance of the Transaction Documents by the Purchaser and the consummation of the Transactions will not, (i) conflict with or violate the certificate memorandum and articles of incorporation association of the Purchaser or bylaws (or any equivalent organizational documents) documents of the Company or any Asset Sellerother Purchaser Group Company, (ii) assuming (solely with respect to performance of the Transaction Documents and consummation of the Transactions) that all consents, approvals, authorizations and other actions described the matters referred to in Section 2.5(b4.05(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledare complied with, conflict with or violate any Law or Order applicable to (A) the any Purchaser Group Company or by which it any property or asset of any of its properties or assets are Purchaser Group Company is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledviolate, conflict with, require consent under, result in a any breach of, result in loss of benefit under, or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any result in the creation of a Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of any Purchaser Group Company pursuant to, any Contract to which any Purchaser Group Company is a party or by which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the Companyaggregate, reasonably be expected to have a Purchaser Material Adverse Effect or prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Acquisition or other Transactions. (b) Except as set forth in Section 2.5(b) The execution and delivery of the Company Disclosure Schedule, Transaction Documents by the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party Purchaser do not, and the performance of the Transaction Documents by the Purchaser and the consummation by the Purchaser of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Authority, except (federali) for compliance with the applicable requirements of the Securities Exchange Act of 1934, state as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (ii) for compliance with the rules and regulations of the Nasdaq Stock Market (the “NASDAQ”), (collectively, the “Requisite Regulatory Approvals”) and (iv) any such consent, approval, authorization, permit, action, filing or local) notification the failure of which to make or foreign government obtain would not, individually or governmentalin the aggregate, regulatory reasonably be expected to prevent or administrative authority, agency, instrumentality materially impair or commissiondelay, or any courtbe reasonably be expected to prevent or materially impair or delay, tribunal, the consummation of the Acquisition or judicial or arbitral body (each, a “Governmental Authority”) or any other PersonTransactions.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement by IN and performance by each of the Company and each Asset Seller of the Acquisition Documents do Xxxxx does not, and the consummation of the Transactions transactions contemplated hereby in accordance with its terms will not, not (i) conflict with or violate the certificate articles of incorporation or bylaws (bylaws, or the equivalent organizational documents) , in each case as amended or restated, of the Company IN or any Asset Sellerof its subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law federal, state, foreign or Order local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to (A) the Company or by which it IN or any of its subsidiaries or Xxxxx or by or to which any of their respective properties or assets are is bound or (B) the Asset Sellers subject or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions except as described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withSchedule 3.05 to the IN Disclosure Schedule, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create require payment under, or result in the creation of a lien or encumbrance on any Lien (other than a Permitted Lien) on of the Purchased Assets properties or assets of IN or any property of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or asset other instrument or obligation to which IN or any of the Companyits subsidiaries or Xxxxx is a party or by or to which IN or any of its subsidiaries or Xxxxx or any of their respective properties is bound or subject, except for any such conflicts or violations described in clause (ii) or breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances described in clause (iii) that would not have an IN Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of the Company Disclosure Schedule, the execution, delivery this Agreement by IN and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do Xxxxx does not, and the consummation of the Transactions by the Company and the Asset Sellers transactions contemplated hereby will not, require IN or Xxxxx to obtain any consent, license, permit, approval, waiver, authorization or permit order of, or to make any filing with or notification to, any governmental or regulatory authority, domestic (federal, state or local) or foreign government (collectively, "Governmental Entities"), except (i) for filing appropriate merger documents as required by California and Utah Laws; and (ii) where the failure to obtain such consents, licenses, permits, approvals, waivers, authorizations or governmental, regulatory or administrative authority, agency, instrumentality or commissionorders, or any courtto make such filings or notifications, tribunalwould not, either individually or judicial or arbitral body (eachin the aggregate, a “Governmental Authority”) or any other Personmaterially interfere with IN's performance of its obligations under this Agreement and would not have an IN Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do notCompany, and the consummation of the Transactions Offer, and, subject to the approval of this Agreement by the Company’s shareholders to the extent required by applicable Law, the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not, (i) conflict with or violate the certificate Articles of incorporation Incorporation or bylaws (or equivalent organizational documents) Bylaws of the Company or any Asset SellerCompany, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 2.5(bcontemplated by clauses (i) through (v) of subsection (b) below have been obtained or taken obtained, and all filings and obligations described in Section 2.5(b) such clauses have been made or fulfilledmade, conflict with or violate any Law federal, state, local or Order foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement (“Law”) or any Nasdaq rule or regulation applicable to (A) the Company or by which it or any of its Subsidiaries or by which any of their respective properties are bound, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b(A) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) under, or (B) result in the loss of a default benefit under, or give rise to any right of termination, amendmentcancellation, amendment or acceleration of any material Permit or Material Contractof, or (ivC) create result in the creation of any Lien (other than a Permitted Lien) on any of the Purchased Assets properties or assets of the Company or any property of its Subsidiaries under any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or asset other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the CompanyCompany or any of its Subsidiaries or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or other occurrence which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions this Agreement by the Company and the Asset Sellers consummation by the Company of the transactions contemplated hereby, do not and will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any domestic (federal, state or local) state, local or foreign government governmental or governmental, regulatory or administrative (including stock exchange) authority, agency, instrumentality or court, commission, or any court, tribunal, or judicial or arbitral other governmental body (each, a “Governmental AuthorityEntity”), except for (i) applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including the filing of the Information Statement), and state securities, takeover and “blue sky” laws, (ii) the applicable requirements of Nasdaq, (iii) the filing with the Secretary of State of the State of California of the Agreement of Merger as required by the CGCL, (iv) the applicable requirements of federal, state, local or foreign antitrust or other competition Laws (“Antitrust Laws”), and (v) any other Personsuch consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionAssuming satisfaction of all applicable requirements referred to in Section 4.03(b) below, the execution and delivery of this Agreement by Buyer and performance Newco, the compliance by each of Buyer and Newco with the Company and each Asset Seller of the Acquisition Documents do not, provisions hereof and the consummation by Buyer and Newco of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, not conflict with or violate any Law statute, law, ordinance, rule, regulation, order, writ, judgment, award, injunction, decree or Order ruling applicable to (A) the Company or by which it Buyer or any of its properties Subsidiaries or assets are bound any of their properties, or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, violate or result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, cancellation or acceleration of any material Permit or Material Contractof, or the loss of a benefit under, or result in the creation of a lien, security interest, charge or encumbrance on any of the properties or assets of the Buyer or any of its Subsidiaries pursuant to (ivi) create the organizational documents of the Buyer or any Lien of its Subsidiaries or (ii) any contract, lease, agreement, note, bond, mortgage, indenture, deed of trust, or other instrument or obligation, or any license, authorization, permit, certificate or other franchise, other than such conflicts, violations, breaches, defaults, losses, rights of termination, amendment, cancellation or acceleration, liens, security interests, charges or encumbrances as to which requisite waivers have been obtained or which individually or in the aggregate would not have a Permitted Lien) material adverse effect on the Purchased Assets or any property or asset ability of the CompanyBuyer and Newco to perform their obligations under this Agreement. (b) Except as set forth Other than in Section 2.5(b) connection with or in compliance with the provisions of the Company Disclosure ScheduleCBCA, the executionCompanies Xxx 0000 (as amended) and the Listing Rules of the London Stock Exchange Limited, (i) neither Buyer nor Newco is required to submit any notice, report, registration, declaration or other filing with any Governmental Entity in connection with the execution or delivery of this Agreement by Buyer and Newco or the performance by each Buyer and Newco of their obligations hereunder or the consummation by Buyer and Newco of the Company transactions contemplated by this Agreement and each Asset Seller of the Acquisition Documents to which it is a party do not(ii) no waiver, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, order or authorization of any Governmental Entity is required to be obtained by Buyer or permit of, Newco in connection with the execution or filing with delivery of this Agreement by Buyer and Newco or notification to, any domestic (federal, state the performance by Buyer and Newco of their obligations hereunder or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personthe consummation by Buyer and Newco of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement and the Spin-Off Agreements by the Company, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents do as applicable, does not, and the consummation of the Transactions Merger, the Spin-Off and the other transactions contemplated by this Agreement and the Spin-Off Agreements and compliance with the provisions of this Agreement and the Spin-Off Agreements by the Company, as applicable, will not, conflict with, or result in any violation or breach of, or default under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens) in or upon any of the properties or other assets of the Company or any of its subsidiaries under (i) conflict with the Company Certificate or violate the certificate of incorporation or bylaws Company By-laws (or equivalent organizational documents) of the Company or any Asset Sellerof its subsidiaries, (ii) assuming that all the consents, approvals, approvals and authorizations and other actions described specified in Section 2.5(b4.5(b) have been obtained received and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization or taken and all filings and obligations described in Section 2.5(b) have waiver has been made or fulfilledsatisfied, conflict with or violate any Law or Order applicable to (A) the Company or its subsidiaries or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany or its subsidiaries is bound or affected, (iii) any Material Contract (as defined below) to which the Company or any of its subsidiaries is a party or any of their respective properties or other assets is subject; (iv) any Company Permit, (v) the Spin-Off Agreements, or (vi) any order, writ, injunction, decree, judgment, ruling, stipulation, or assessment by a Governmental Authority, or any arbitration award, which in each case is applicable by its terms to the Company or any of its subsidiaries, or their respective properties or other assets, other than, in the case of clauses (iii), (iv) and (v), any such violation, conflict, default, breach, right, loss, termination, cancellation, acceleration or Lien that has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation of the Transactions by the Company of the Merger and the Asset Sellers other transactions contemplated by this Agreement will not, require any consent, approval, authorization authorization, order, registration, waiver or permit of, or filing or declaration with or notification to, any domestic Governmental Authority, including the filing of a pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (federalthe “HSR Act”), state except for applicable requirements of: (i) the Exchange Act, (ii) any applicable competition, antitrust or localinvestment Laws other than the HSR Act (collectively, “Antitrust Laws”), and (iii) filing and recordation of the appropriate merger documents as required by Delaware Law and the rules of the NYSE, except where failure to obtain such consents, approvals, authorizations or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any court, tribunal, to make such filings or judicial notifications would not reasonably be expected to prevent or arbitral body (each, a “Governmental Authority”) or any other Personmaterially delay the consummation of the transactions hereunder.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents Buyer Parties do not, and the consummation performance of the Transactions Buyer Parties’ obligations hereunder will not, (i) conflict with or violate the certificate Organizational Documents of incorporation either Parent or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) MergerCo assuming that all consents, approvals, authorizations Consents and other actions described in Section 2.5(b5.4(b) have been obtained or taken and all filings and obligations described in Section 2.5(b5.4(b) have been made or fulfilledmade, (ii) conflict with or violate any Law or Order Legal Requirement applicable to Parent or MergerCo, or by which any of its properties or assets is bound, or (Aiii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the Company creation of an Encumbrance on any of its properties or assets pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which it is a party or by which it or any of its properties or assets are bound or is bound, except, with respect to clauses (Bii) the Asset Sellers or the Purchased Assets, and (iii) assuming ), for any such conflicts, violations, breaches, defaults or other occurrences that all consentswould not, approvalsindividually or in the aggregate, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) Adverse Effect on the Purchased Assets or any property or asset of the CompanyParent. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do Buyer Parties does not, and the performance of this Agreement and the consummation of the Merger and the Contemplated Transactions by the Company and the Asset Sellers Buyer Parties, will not, require any consent, approval, authorization or permit Consent of, or filing with or notification to, any domestic Governmental Body, except (i) for (A) applicable requirements, if any, of the Exchange Act, the Securities Act and state securities or “blue sky” laws, (B) the pre-merger notification requirements of the HSR Act, if any, (C) the filing with the SEC of the Proxy Statement, (D) any filings required under any securities exchange or quotation service, (E) filing of the Articles of Merger as required by the DLLCA and the NCBCA, respectively, and appropriate corresponding documents with the appropriate authorities in other states in which the Company is qualified as a foreign corporation to transact business, (F) filings as may be required in connection with the payment of any transfer and gain Taxes and (G) filings required by federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionlocal Environmental Laws, or any court, tribunal(ii) where the failure to obtain such Consents, or judicial to make such filings or arbitral body (eachnotifications, would not, individually or in the aggregate, have a “Governmental Authority”) Material Adverse Effect on Parent or any other Personthe Merger Transactions.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance by each of the Company of this Agreement and each Asset Seller of the Acquisition Documents do not, all other agreements and documents contemplated hereby to which it is a party and the consummation by the Company of the Transactions do not and will not, (i) conflict with directly or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute indirectly (with or without notice or lapse of time or both), and the compliance by the Company with its obligations hereunder and thereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i) result in a violation or breach of or conflict with the Company Certificate or Company Bylaws, (ii) subject to obtaining or making the consents, approvals, Orders, authorizations, registrations, declarations, filings and other actions described in Section 4.06(b), conflict with or violate any Law or rule of NASDAQ applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, (iii) result in any violation or breach of or conflict with any provisions of, or constitute (with or without notice or lapse of time, or both) a default under, (or give rise to any right of purchase, termination, amendment, acceleration or acceleration cancellation) under, or result in the loss of any material Permit benefit under, or result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Company Material Contract, Contract or (iv) create any Lien (other than result in the creation of a Lien, except for Permitted Lien) Liens, on the Purchased Assets or any property or asset of the CompanyCompany or any of its Subsidiaries, except, with respect to clauses (ii), (iii) and (iv), for such violations, breaches, conflicts, defaults, rights of purchase, terminations, amendments, accelerations, cancellations, losses of benefits, payments or Liens that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any No consent, approval, Order or authorization or permit of, or registration, qualification, designation or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, Governmental Authority is required on the part of the Company or any courtof its Subsidiaries in connection with the execution, tribunaldelivery and performance of this Agreement or the consummation by the Company of the Transactions, other than (i) (A) the applicable requirements of the Exchange Act and other applicable federal securities Laws, (B) the applicable requirements of state securities, takeover and “blue sky” Laws, (C) the applicable requirements of NASDAQ, (D) the HSR Act and the applicable requirements of the other Antitrust Laws set forth in Section 4.06(b) of the Company Disclosure Schedule, (E) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger pursuant to the DGCL, (F) Exon-Xxxxxx, (G) the applicable requirements of U.S. Export and Import Laws and (H) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the Share Issuance, in which the Proxy Statement will be included as a prospectus (the “Form S-4”), and (ii) such other consents, approvals, Orders, authorizations, registrations, qualifications, designations, filings or judicial notifications that, if not obtained, made or arbitral body (eachgiven, would not reasonably be expected to have, individually or in the aggregate, a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents this Agreement do not, and the performance by the Company of this Agreement and the consummation by the Company of the Transactions Offer, the Merger and the other transactions contemplated hereby will not, (i) assuming the Company Stockholder Approval is obtained or not required, conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) any provision of the Company Certificate of Incorporation or the Company By-laws or any Asset Sellerequivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 2.5(b5.3(b) will have been obtained or taken prior to the Acceptance Time and all filings and obligations notifications described in Section 2.5(b5.3(b) will have been made and any waiting periods thereunder will have terminated or fulfilledexpired prior to the Acceptance Time, conflict with or violate any Law or Order applicable to (A) the Company or any Company Subsidiary or by which it any property or asset of the Company or any of its properties or assets are Company Subsidiary is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained require any consent or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withapproval under, result in a any breach of or any loss of any benefit under, or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, vesting, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any result in the creation of a Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany or any Company Subsidiary pursuant to, any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material impact on the Company and the Company Subsidiaries, taken as a whole. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions performance by the Company of this Agreement and the Asset Sellers consummation by the Company of the Offer, the Merger and the other transactions contemplated hereby will not, require any consent, approval, approval or authorization or permit of, or filing with or notification to, any domestic Governmental Entity, except (federali) for any consent, state approval, authorization, filing or localnotification required under the Exchange Act, the DGCL or the rules and regulations of the NASDAQ, (ii) or foreign government or governmentalfor the Required Antitrust Approvals, regulatory or administrative authority, agency, instrumentality or commission(iii) for the filing and recordation of the Certificate of Merger as required by the DGCL, or any court(iv) where the failure to obtain such consents, tribunalapprovals or authorizations, or judicial to make such filings or arbitral body (eachnotifications, individually or in the aggregate, have not had and would not reasonably be expected to have a “Governmental Authority”) or any other Personmaterial impact on the Company and the Company Subsidiaries, taken as a whole.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance by each of the Transaction Documents by Company and each Asset Seller of the Acquisition Documents do does not, and the consummation of the Transactions transactions contemplated by the Transaction Documents will not, (i) conflict with or violate the certificate Articles or Certificate of incorporation Incorporation or bylaws (Bylaws, or the equivalent organizational documents) , in each case as amended or restated, of the Company or any Asset Sellerof its subsidiaries, (ii) assuming that all consentssubject to, approvalswith respect to the Merger, authorizations the approval and other actions described adoption of this Agreement and the Merger by the stockholders of Company set forth in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled4.20 of this Agreement, conflict with or violate in any Law or Order material respect any Laws applicable to (A) the Company or by which it or any of its subsidiaries or by or to which any of their respective properties or assets are bound or (B) the Asset Sellers subject or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any material breach of or constitute a material default (or an event that with or without notice or lapse of time or bothboth would become a material default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration cancellation of, or require payment under, or result in the creation of a lien or encumbrance on any of the properties or assets of Company or any of its subsidiaries pursuant to any Significant Contract. For purposes of this Agreement, the term (A) "Contract" includes any written, oral or other agreement, contract, lease, instrument, note, option, warranty, purchase order, bond, mortgage, indenture, license or similar authorization, insurance policy, benefit plan or legally binding commitment or undertaking of any material Permit nature, (B) "Significant Contract" means any Contract filed or Material Contractrequired to be filed as an exhibit to the Company SEC Reports (as defined in Section 4.8(a)), or any Employment Contract (ivas defined in Section 4.14(h)) create any Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the Company. (b) Except as set forth Contract that is required to be disclosed in Section 2.5(b) of the Company Disclosure ScheduleSchedule pursuant to Sections 4.13(a) through (l), the execution(C) "Law" means any material federal, delivery state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree, and performance (D) "Permit" means any material franchise, grant, authorization, license, permit, easement, variance, exemption, consent, certificate, identification and registration number, approval or order issued by each of the Company and each Asset Seller of the Acquisition Documents a Governmental Entity necessary to which own, lease or operate Company's properties or to carry on Company's business as it is a party do not, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personnow being conducted.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company do not and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, not (i) contravene, conflict with or violate the certificate of incorporation result in any violation or bylaws (or equivalent organizational documents) breach of the Company Certificate of Incorporation or any Asset SellerBy-Laws of the Company, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 2.5(bcontemplated by clauses (i) through (v) of subsection (b) below have been obtained or taken obtained, and all filings and obligations described in Section 2.5(b) such clauses have been made or fulfilledmade, conflict with or violate any Law applicable law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it or any of its subsidiaries or by which its or any of their respective properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and require any consent or other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withaction by any person under, result in a any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) or result in the loss or change of a default benefit or right under, or give rise to any right of termination, amendmentcancellation, amendment or acceleration of of, any material Permit note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, approval or Material similar authorization or other instrument or obligation (each, a “Contract, or (iv”) create any Lien (other than a Permitted Lien) on to which the Purchased Assets Company or any property of its subsidiaries is a party or asset by which the Company or any of its subsidiaries or its or any of their respective properties are bound, except, in the Companycase of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions Merger by the Company do not and the Asset Sellers will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any domestic governmental or regulatory (federal, state or localincluding stock exchange) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or court, commission, or any courtother governmental body, tribunaldomestic, foreign or judicial or arbitral body supranational (each, a “Governmental AuthorityEntity”), except for (i) applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (including the filing of the Information Statement (as defined below)), the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and state securities, takeover and “blue sky” laws, (ii) the applicable requirements of the New York Stock Exchange, (iii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iv) the applicable requirements of Antitrust Laws of jurisdictions other than the United States and (v) any such consent, approval, authorization, permit, action, filing or any other Personnotification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the performance of this Agreement and the consummation of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the Company Charter or its Bylaws (the "Bylaws"), or the certificate of incorporation incorporation, bylaws or bylaws (or other equivalent organizational documentsdocuments of any of its subsidiaries or (ii) conflict with or violate any federal, state or local statute, law, rule, regulation, ordinance, code, order, judgment, decree or any other requirement or rule of law applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are subsidiaries is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, result in the loss of a material benefit under or give rise to others any right of termination, amendment, acceleration, increased payment or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any Lien (result in the creation of a lien or other than a Permitted Lien) encumbrance on the Purchased Assets or any property or asset contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their properties or assets is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the consummation of any of the Companytransactions contemplated hereby. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the performance of this Agreement and the consummation of the Transactions Offer, the Merger and the other transactions contemplated hereby by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic (federal, state or local) or foreign government (each a "Governmental Entity"), except (i) for (A) any applicable requirements of the Exchange Act or governmentalthe Securities Act, (B) the filing of appropriate merger and similar documents as required by the DGCL, the Merger and the transactions contemplated hereby, and (C) the approvals from franchising authorities or other regulatory agencies set forth on Schedule 4.04(b) (the "Governmental Approvals") and (ii) where the failure to obtain such consents, approvals, authorizations or administrative authority, agency, instrumentality or commissionpermits, or to make such filings or notifications, would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the performance by the Company of any court, tribunal, of its obligations under this Agreement or judicial or arbitral body (each, a “Governmental Authority”) or the consummation of any other Personof the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby do not and will not, (i) assuming that the Company Requisite Vote has been obtained, breach, violate or conflict with the Memorandum of Association or violate the certificate of incorporation or bylaws (or other equivalent organizational documents) or governing documents of the Company or any Asset Sellerof its subsidiaries, (ii) assuming that all consents, approvalsapprovals and authorizations contemplated by clauses (i) through (iv) of subsection (b) below have been obtained, authorizations and other actions all filings described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) such clauses have been made or fulfilledand the Company Requisite Vote has been obtained, conflict with with, breach or violate any Law or Order applicable to (A) the Company or by which it or any of its subsidiaries or by which its or any of their respective properties or assets are bound bound, or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or both) both would become a default default), require a consent or result in the loss of a benefit under, or give rise to any right of termination, amendmentcancellation, amendment or acceleration of, or acceleration result in the creation of any material Permit or Material Contract, or (iv) create any a Lien (other than except for a Permitted Lien) on any of the Purchased Assets material assets of the Company or any property of its subsidiaries pursuant to any Contract, except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or asset of other occurrence which would not, individually or in the Companyaggregate, reasonably be expected to have a Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby by the Company do not and the Asset Sellers will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, administrative, judicial or regulatory or administrative (including stock exchange) authority, agency, instrumentality court, arbitral body (public or commissionprivate), commission or other governmental body, whether foreign or domestic, of any country, nation, republic, federation or similar entity or any courtstate, tribunalcounty or municipality, jurisdiction or judicial or arbitral body other political subdivision thereof (each, a “Governmental AuthorityEntity”), except for (i) compliance with the applicable requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws, including the joining of the Company in the filing of the Rule 13E-3 Transaction Statement on Schedule 13E-3 (including any amendments or supplements thereto, the “Merger Schedule 13E-3”), which may be in the form of an amendment to the Rule 13E-3 Transaction Statement on Schedule 13E-3 filed with the SEC on February 19, 2020 by Beachhead Holdings Limited, Double Double Holdings Limited, Point Forward Holdings Limited, Centurium Capital Partners 2018, L.P. and certain other Buyer Group Parties, with the Proxy Statement as an exhibit thereto, and the filing of one or more amendments to the Merger Schedule 13E-3 (with the Proxy Statement as an exhibit thereto) to respond to comments of the SEC, if any, (ii) compliance with the applicable requirements of the Nasdaq Global Select Market, (iii) the filing of the Plan of Merger with the Registrar of Companies pursuant to the Cayman Companies Law and (iv) any other Personsuch consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do does not, and the performance of this Agreement and the consummation of the Transactions Merger and the other transactions contemplated hereby by the Company will not, directly or indirectly (with or without lapse of time or both) (i) assuming receipt of the Company Shareholder Approval, contravene, conflict with or violate any provision of (A) the certificate Company Articles of incorporation Incorporation or bylaws (Company By-Laws or any equivalent organizational documents) or governing documents of any Subsidiary of the Company or (B) any Asset Sellerresolution adopted by the Company Board, the Company Shareholders, or the board of directors or the shareholders of the Company's Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions permits described in Section 2.5(b4.4(b) have been obtained or taken and obtained, all filings and obligations notifications described in Section 2.5(b4.4(b) have been made and any waiting periods thereunder have terminated or fulfilledexpired, contravene, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties Subsidiaries or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or by which any property or asset of the CompanyCompany or any of its Subsidiaries is bound, (iii) except as set forth in Section 4.4(a) of the Company Disclosure Letter, contravene, conflict with, or result in a violation or breach of any provision of, result in the loss of any benefit or the imposition of any additional payment or other liability under, give any Person the right to declare a default or exercise any remedy under, to accelerate the maturity or performance of, or to cancel, terminate, redeem, or modify any Contract to which the Company is a party, exercise any change in control or similar put rights with respect to, or to require a greater rate of interest on, any debt obligations of the Company or (iv) result in the imposition or creation of any Lien upon or with respect to any of the assets or properties owned or used by the Company or any of its Subsidiaries except, as to clauses (ii), (iii), and (iv), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Authority, except (federali) the filing with the SEC of (A) a proxy statement in preliminary and definitive form relating to the Company Shareholder Meeting and the Parent Shareholder Meeting (together with any amendments or supplements thereto, state the "Joint Proxy Statement") and a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included as a prospectus (together with any amendments or localsupplements thereto, the "Form S‑4"), and declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) as may be required under the rules and regulations of the NYSE, (iii) the filing of the Articles of Merger and the acceptance for record by the Registrar of the Articles of Merger pursuant to the MIBCA, and (iv) where failure to obtain such consents, approvals, authorizations or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunalindividually or in the aggregate, or judicial or arbitral body (each, has not had and would not reasonably be expected to have a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do does not, and the performance of this Agreement and the consummation of the Transactions Merger and the other transactions contemplated hereby by the Company will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) any provision of the Company Charter or Company Bylaws or any Asset Sellerequivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions permits described in Section 2.5(b4.5(b) have been obtained or taken and obtained, all filings and obligations notifications described in Section 2.5(b4.5(b) have been made and any waiting periods thereunder have terminated or fulfilledexpired, conflict with or violate any Law or Order applicable to (A) the Company or any Company Subsidiary or by which it any property or asset of the Company or any of its properties Company Subsidiary is bound, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained require any consent or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withapproval under, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration or cancellation (with or without notice or the lapse of time or both) a default underof, or give rise to any right of terminationpurchase, amendment, first offer or acceleration forced sale under or result in the creation of any material Permit or Material Contract, or (iv) create any a Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany or any Company Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any Company Subsidiary is a party, except, as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Authority, except (federali) the filing with the SEC of (A) a joint proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting and the Parent Stockholder Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement”) and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement will be included as a prospectus (together with any amendments or supplements thereto, the “Form S-4”), and declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) as may be required under the rules and regulations of the NYSE, (iii) the filing of the Articles of Merger and the acceptance for record by SDAT of the Articles of Merger pursuant to the MGCL, (iv) the filing of the Certificate of Merger and the acceptance for record by the Delaware Secretary of the Certificate of Merger pursuant to the DLLCA, (v) such filings and approvals as may be required by any applicable state securities or local“blue sky” Laws, (vi) such filings as may be required in connection with state and local transfer Taxes, and (vii) where failure to obtain such consents, approvals, authorizations or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunalindividually or in the aggregate, or judicial or arbitral body (each, has not had and would not reasonably be expected to have a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionAssuming satisfaction of all applicable requirements referred to in Section 3.3(b) below, the execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of Purchaser, the Acquisition Documents do not, compliance by the Purchaser with the provisions hereof and the consummation by the Purchaser of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, not conflict with or violate any Law statute, law, ordinance, rule, regulation, order, writ, judgment, award, injunction, decree or Order ruling applicable to (A) the Company or by which it Purchaser or any of its properties properties, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, violate or result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, cancellation or acceleration of any material Permit or Material Contractof, or the loss of a benefit under, or result in the creation of a lien, security interest, charge or encumbrance on any of the properties or assets of Purchaser pursuant to (ivi) create the organizational documents of the Purchaser or (ii) any Lien (contract, lease, agreement, note, bond, mortgage, indenture, deed of trust, or other instrument or obligation, or any license, authorization, permit, certificate or other franchise, other than such conflicts, violations, breaches, defaults, losses, rights of termination, amendment, cancellation or acceleration, liens, security interests, charges or encumbrances as to which requisite waivers have been obtained or which individually and in the aggregate would not have a Permitted Lien) material adverse effect on the Purchased Assets or any property or asset ability of the CompanyPurchaser to perform its obligations under this Agreement. (b) Except as set forth Other than in Section 2.5(b) connection with or in compliance with the provisions of the Company Disclosure ScheduleDGCL, the executionExchange Act, the "blue sky" laws of various states and the HSR Act, if applicable (i) the Purchaser is not required to submit any notice, report, registration, declaration or other filing with any Governmental Entity in connection with the execution or delivery and of this Agreement by Purchaser or the performance by each Purchaser of its obligations hereunder or the consummation by Purchaser of the Company transactions contemplated by this Agreement and each Asset Seller of the Acquisition Documents to which it is a party do not(ii) no waiver, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, order or authorization of any Governmental Entity is required to be obtained by the Purchaser in connection with the execution or permit of, delivery of this Agreement by Purchaser or filing with the performance by the Purchaser of its obligations hereunder or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personthe consummation by the Purchaser of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by the Company does not, delivery and the performance by each of the Company and each Asset Seller of the Acquisition Documents do not, its obligations hereunder and the consummation of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the certificate articles of incorporation or bylaws (or equivalent organizational documents) documents of the Company or any Asset Sellerof the Subsidiaries, (ii) assuming that all consents, approvals, authorizations Consents and other actions filings described in Section 2.5(b3.3(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledmade, conflict with or violate any Law or Order applicable to (A) the Company or the Subsidiaries or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany or the Subsidiaries is bound or affected or (iii) result in any Violation pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties may be bound or affected. (b) Except as set forth No Consent of, or filing with, any Governmental Entity is required by the Company in Section 2.5(b) connection with the execution and delivery of this Agreement, the performance by the Company of its obligations hereunder or the consummation by the Company of the Company Disclosure Scheduletransactions contemplated hereby, except for - 3 - 4 (i) compliance with the execution, delivery HSR Act and performance by each any requirements of any other Antitrust Laws and (ii) Consents or filings the Company and each Asset Seller failure of the Acquisition Documents which to which it is a party do be obtained or made would not, and individually or in the aggregate, prevent or materially delay the consummation of the Transactions transactions contemplated hereby or the performance by the Company and the Asset Sellers will not, require of any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Person.of its obligations hereunder. ARTICLE IV

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by the Buyer of this Agreement and each of the Company and each Asset Seller of Ancillary Agreements to which the Acquisition Documents do notBuyer will be a party, and the consummation of the Transactions Transactions, do not and will not, : (i) conflict with or violate the certificate of incorporation incorporation, bylaws or bylaws (or equivalent other organizational documents) documents of the Company or any Asset Seller, Buyer; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company Buyer or by which it any property or any asset of its properties or assets are the Buyer is bound or (B) the Asset Sellers or the Purchased Assets, affected; or (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in any breach of, constitute a breach of default (or constitute (an event that, with or without notice or lapse of time or both, would become a default) a default under, require any consent of any Person pursuant to, or give rise to others any right rights of termination, amendmentacceleration or cancellation of, any material Contract to which the Buyer is a party; except, in the case of clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or acceleration other occurrences that would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or that arise as a result of any material Permit facts or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on circumstances relating to the Purchased Assets Seller or any property or asset of the Companyits Affiliates. (b) Except as set forth The Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in Section 2.5(b) of the Company Disclosure Schedule, connection with the execution, delivery and performance by the Buyer of this Agreement and each of the Company and each Asset Seller of the Acquisition Documents Ancillary Agreements to which it is the Buyer will be a party do not, and or the consummation of the Transactions by transactions contemplated hereby or thereby or in order to prevent the Company and termination of any right, privilege, license or qualification of the Asset Sellers will notBuyer, require any except for (i) where failure to obtain such consent, approval, authorization or permit ofaction, or to make such filing with or notification tonotification, would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect or (ii) as may be necessary as a result of any domestic (federal, state facts or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, circumstances relating to the Seller or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personof their Affiliates.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation performance of the Transactions this Agreement by Company will not, (i) conflict with or violate the certificate of incorporation Company Charter Documents or bylaws (or the equivalent organizational documents) documents of the Company or any Asset Seller, of Company's subsidiaries; (ii) assuming that all consents, approvals, authorizations subject to obtaining the approval of Company's stockholders of the Merger and other actions described compliance with the requirements set forth in Section 2.5(b3.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledbelow, conflict with with, or violate result in any Law violation of, any law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it or any of its subsidiaries or by which either Company or any of its subsidiaries or any of their respective properties or assets are is bound or (B) the Asset Sellers affected, except that which could not reasonably be expected to have a Material Adverse Effect with respect to Acquiror.; or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or impair Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create result in the creation of a lien or encumbrance on any Lien (other than a Permitted Lien) on of the Purchased Assets properties or assets of Company or any property of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or asset other instrument or obligation to which Company or any of the Companyits subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective properties are bound or affected, except that which could not reasonably be expected to have a Material Adverse Effect with respect to Acquiror. (b) Except as set forth in Section 2.5(b) The execution and delivery of the this Agreement by Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, waiver, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic or foreign (federala "Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), state securities laws ("Blue Sky Laws"), the pre-merger notification requirements (the "HSR Approval") of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (together with the rules and regulations promulgated thereunder, the "HSR Act"), the rules and regulations of Nasdaq, state takeover laws and the filing and recordation of the Certificate of Merger as required by Delaware Law and (ii) where the failure to obtain such consents, approvals, authorizations or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunalwould not reasonably be expected to have a Material Adverse Effect on Company or a material adverse effect on the ability of Company to perform its obligations under this Agreement, or judicial prevent consummation of the Merger or arbitral body (each, a “Governmental Authority”) or any other Personotherwise prevent the parties hereto from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate of incorporation Company Charter Documents or bylaws (or the equivalent organizational documents) documents of any of the Company or any Asset SellerCompany’s Subsidiaries, (ii) assuming that all consents, approvals, authorizations subject to obtaining the Requisite Stockholder Approval (if required) and other actions described compliance with the requirements set forth in Section 2.5(b3.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledhereof, conflict with or violate any Law law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it or any of its Subsidiaries or by which its or any of their respective properties or assets are is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or materially impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or acceleration cancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on Contract to which the Purchased Assets Company or any property of its Subsidiaries is a party or asset by which the Company or any of the Companyits Subsidiaries or its or any of their respective properties are bound or affected. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Entity, except (federali) for applicable requirements, if any, of the Exchange Act, state securities laws, the pre-merger notification requirements of the HSR Act and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of the Nasdaq, and the filing and recordation of the Certificate of Merger as required by Delaware Law, and (ii) where the failure to obtain such consents, approvals, authorizations or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunal(A) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or, after the Effective Time, Parent, or judicial (B) would not prevent consummation of the Offer or arbitral body (each, a “Governmental Authority”) the Merger or any other Personotherwise substantially impair the parties hereto from performing their respective obligations hereunder.

No Conflict; Required Filings and Consents. (ai) The execution, delivery and performance of the Exchange Documents by each of the Company and each Asset Seller the consummation by the Company of the Acquisition Documents do not, transactions contemplated hereby and the consummation thereby will not (A) result in a violation of the Transactions will notCertificate of Incorporation, (i) conflict with or violate the certificate terms of incorporation or bylaws (or equivalent organizational documents) any share capital of the Company or any Asset Sellerof its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained the Bylaws or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) of the organizational documents of the Company or by which it or any of its properties or assets are bound Subsidiaries or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration cancellation of, any agreement, indenture or instrument to which the Company or any of any material Permit or Material Contractits Subsidiaries is a party, or (ivC) create result in a violation of any Lien law, rule, regulation, order, judgment or decree (other than a Permitted Lienincluding U.S. federal and state securities laws, rules, and regulations, and the rules and regulations of the NASDAQ Capital Market (the “Principal Market”) on applicable to the Purchased Assets Company or any of its Subsidiaries or by which any property or asset of the CompanyCompany or any of its Subsidiaries is bound or affected. (bii) Except as set forth in Section 2.5(b) of Neither the Company Disclosure Schedulenor any of its Subsidiaries is required to obtain any consent, authorization or order of, or, make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the executionExchange Documents, delivery in each case in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and performance by each of registrations (which the Company is required to obtain pursuant to the preceding sentence) have been obtained or effected, or will have been obtained or effected, on or prior to the date hereof, and the Company and each Asset Seller its Subsidiaries are unaware of any facts or circumstances that might prevent the Company from obtaining or effecting any of the Acquisition Documents registration, application or filings pursuant to which it is a party do not, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personpreceding sentence.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the performance of this Agreement by the Company or consummation of the Transactions transactions contemplated by this Agreement, subject to obtaining the Company Stockholders Approval, will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) any provision of the Company Certificate of Incorporation or Company Bylaws or any Asset Sellerequivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions permits described in Section 2.5(b4.5(b) have been obtained or taken and all filings and obligations notifications described in Section 2.5(b4.5(b) have been made and any waiting periods thereunder have terminated or fulfilledexpired, conflict with or violate any Law or Order applicable to (A) the Company or any Company Subsidiary, or by which it any property or asset of the Company or any of its properties or assets are Company Subsidiary is bound or (B) the Asset Sellers or the Purchased Assetsaffected, (iii) assuming that all consents, approvals, authorizations and other actions described result in Section 2.5(bthe creation of any Encumbrance on any of the properties or assets of the Company or any Company Subsidiary or (iv) have been obtained require any consent or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withapproval under, result in a any breach of or any loss of any benefit under, or modify, accelerate or terminate any rights or obligations under, or constitute a change of control or default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, vesting, amendment, acceleration or acceleration cancellation pursuant to, any Material Contract or Company Permit, except in the case of any material Permit or Material Contractclauses (iii) and (iv), for such Encumbrances, or (iv) create any Lien (other than absences of consents or approvals, which would not have a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyMaterial Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federalGovernmental Entity, state or local) or foreign government or governmentalexcept under the Exchange Act, regulatory or administrative authoritythe Securities Act, agencyany applicable Blue Sky Laws, instrumentality or commissionthe rules and regulations of the New York Stock Exchange, or any courtAntitrust Laws, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personand the filing of the Certificate of Merger as required by the DGCL.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) By-Laws of the Company or any Asset SellerSubsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law federal, state, foreign or Order local law, statute, ordinance, rule, regulation, order, judgment or decree, including, such as protect human health (collectively, as used in this Section 4.05, Section 4.07 and Section 5.05, "LAWS"), applicable to (A) the Company or Subsidiary or by which it or any of its their respective properties or assets are is bound or (B) the Asset Sellers subject to, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described except as set forth in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with4.05 of the Company Disclosure Schedule, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a lien or encumbrance on, any of the properties or assets of the Company or Subsidiary pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or Subsidiary is a party or by which the Company or Subsidiary or any of their respective properties is bound or subject to, except for any such breach, default, event, right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the Company.payment obligation 8 (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require the Company or Parent to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority, domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission("GOVERNMENTAL ENTITIES"), or any courtother third party, tribunalexcept for (i) applicable requirements, if any, of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the Exchange Act, state securities or judicial or arbitral body blue sky laws (each"BLUE SKY LAWS"), the National Association of Securities Dealers, Inc. ("NASD") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), and the New Jersey Industrial Site Recovery Act, N.J.S.A. ss. 13:1L-6 ET SEQ., as amended by P.L. 1993, c. 139 ("ISRA"), and the filing and recordation of a “Governmental Authority”Certificate of Merger as required by the DGCL and (ii) or any other Personthe consents, approvals, authorizations, permits, filings and notifications set forth in Section 4.05 of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each of the Company and each Asset Seller the Subsidiaries of this Merger Agreement and all other Documents contemplated hereby, the Acquisition Documents do notfulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by the Company and the Subsidiaries of the Transactions transactions contemplated hereby and thereby, do not and will not, : (i) conflict with with, or violate any provision of, the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or the certificate or articles of incorporation or bylaws of any Asset Seller, Subsidiary; (ii) assuming that all subject to (A) obtaining the requisite approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Michigan Law and the Company's certificate of incorporation and bylaws and (B) obtaining the consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained permits of, and making filings with or taken notifications to, the applicable Governmental Entity, including pursuant to the applicable requirements, if any, of the HSR Act, and all filings the filing and obligations described in Section 2.5(b) have been made or fulfilledrecordation of the Articles of Merger as required by Michigan Law, conflict with or violate any Law or Order applicable to (A) the Company or by which it any Subsidiary, or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased their respective Assets, ; (iii) assuming that all consents, approvals, authorizations subject to obtaining the consents and other actions described approvals set forth in Section 2.5(b3.06(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledof the Company Disclosure Schedule, conflict with, result in a any breach of of, or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) under any Agreement to which the Company or any Subsidiary is a default underparty or by which the Company or any Subsidiary, or give rise to any right of terminationtheir respective Assets, amendment, or acceleration of any material Permit or Material Contract, may be bound; or (iv) create except as disclosed in Section 3.06(b) of the Company Disclosure Schedule, result in or require the creation or imposition of, or result in the acceleration of, any Lien (other than a Permitted Lien) on the Purchased Assets indebtedness or any property Encumbrance of any nature upon, or asset with respect to, the Company or any Subsidiary or any of the CompanyAssets now owned or hereafter acquired by the Company or any Subsidiary; except for any such conflict or violation described in clause (ii), any such conflict, breach or default described in clause (iii), or any such creation, imposition or acceleration described in clause (iv) that would not have a Company Material Adverse Effect and that would not prevent the Company from consummating the Merger on a timely basis. (b) Except as set forth in Section 2.5(b3.06(b) of the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller the Subsidiaries of this Merger Agreement and all other Documents contemplated hereby, the Acquisition Documents to which it is a party do notfulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation of the Transactions by the Company and the Asset Sellers Subsidiaries of the transactions contemplated hereby and thereby, do not and will not, : (i) require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Person not party to this Merger Agreement, except (federalA) the approval and adoption of this Merger Agreement by the holders of a majority of the outstanding shares of Company Common Stock in accordance with Law and the Company's certificate of incorporation and bylaws, state (B) the filing and recordation of the Articles of Merger as required by Law; or local(ii) result in or foreign government give rise to any penalty, forfeiture, Agreement termination, right of termination, amendment or governmental, regulatory or administrative authority, agency, instrumentality or commissioncancellation, or any courtrestriction on business operations of XxXxxx, tribunalthe Company, or judicial or arbitral body (each, a “Governmental Authority”) the Surviving Corporation or any other PersonSubsidiary that would have a Company Material Adverse Effect. Section 3.06(b) of the Company Disclosure Schedule lists all Agreements that reasonably could be interpreted or expected to require the consent or acquiescence of any Person not party to this Merger Agreement with respect to any aspect of the execution, delivery or performance of this Merger Agreement by the Company and the Subsidiaries, except where failure to obtain such consent or acquiecense would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) a. The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do does not, and the performance of this Agreement by the Company, including the consummation of the Transactions Merger and the other Transactions, will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) Governing Documents of the Company or any Asset SellerSubsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law United States federal or Order state, local or foreign statute, law, writ, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to (A) the Company or any Subsidiary or by which it any property or asset of the Company or any of its properties or assets are Subsidiary is bound or (B) the Asset Sellers or the Purchased Assetsaffected, (iii) assuming that all consents(A) require the Company or any Subsidiary to give notice to, approvalsor obtain any consent from, authorizations and other actions described in Section 2.5(bany person under, (B) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or (C) give rise to others any right of termination, amendmentamendment or cancellation of, or acceleration result in the creation of any material Permit a lien or Material Contract, or (iv) create any Lien (other than a Permitted Lien) encumbrance on the Purchased Assets or any property or asset of the Company. Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, lease, license, permit or franchise or other similar instrument or (biv) Except as set forth result (or, with the giving of notice, the passage of time or otherwise, would result) in Section 2.5(b) the creation or imposition of any Lien or other encumbrance on any property or asset of the Company Disclosure Scheduleor any of its Subsidiaries, except, with respect to clauses “(ii)”, “(iii)” and “(iv)”, for any such filings, notices, permits, authorizations, consents, approvals, conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the executionaggregate, have a Company Material Adverse Effect. b. The execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, United States federal or state or local) local or foreign government or governmentalgovernment, regulatory or administrative authority, agency, instrumentality or commission, commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”), except for (i) the pre merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iii) compliance with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), (iv) compliance with any applicable state securities, takeover or any other Person“blue sky” laws (“Blue Sky Laws”), (v) filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby, (vi) such filings or notifications as may be required under the rules and regulations of the Nasdaq Stock Market, LLC (“NASDAQ”), (vii) the filing and recordation of the Certificate of Merger as required by the DGCL and (viii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions Merger and the other transactions contemplated hereby will not, (i) subject to obtaining the Company Requisite Vote, conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset SellerBylaws, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any certificates of its properties or assets are bound or (B) the Asset Sellers incorporation, bylaws or the Purchased Assetscomparable governing documents of any subsidiary of the Company, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(bPermits contemplated by clauses (i) through (v) of subsection (b) below have been obtained or taken obtained, and all filings and obligations notifications described in Section 2.5(bsuch clauses of subsection (b) below have been made and any waiting periods thereunder have terminated or fulfilledexpired, conflict with, with or violate any Law applicable to the Company or any of its subsidiaries or any of their respective assets or properties or (iv) result in a any breach or violation of or constitute a default (or an event, which, with or without notice or lapse of time or both, would become a default) or result in the loss of a default benefit to which the Company or its subsidiaries are entitled under, or give rise to any right of termination, amendmentcancellation, adverse amendment or acceleration of, require notice or consent under, or acceleration result in the creation of any material Permit or Material Contract, or (iv) create any a Lien (other than except a Permitted Lien) on any of the Purchased Assets material assets or properties of the Company or any property of its subsidiaries pursuant to, any Contract to which the Company or asset any of its subsidiaries is a party or by which the CompanyCompany or any of its subsidiaries or its or their respective assets or properties are bound, except, in the case of clauses (ii), (iii) and (iv), for any such conflict, violation, Lien, breach, default, loss, right, requirement of notice or consent or other occurrence which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Except The execution, delivery and performance of this Agreement by the Company and the consummation of the Merger and the other transactions contemplated hereby by the Company do not require any Governmental Filings, except for (i) filings required under, and compliance with other applicable requirements of, the Securities Exchange Act of 1934, as set forth amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (including the filing of the Proxy Statement), and state securities, takeover and “blue sky” laws, (ii) filings or notifications required under, and compliance with other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (including the filing of a premerger “Notification and Report Form” by the Company under the HSR Act), (iii) filings required under, and compliance with other applicable requirements of, the NYSE, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) the Governmental Filings described in Section 2.5(b3.5(b) of the Company Disclosure ScheduleSchedule (collectively, the execution, delivery “Healthcare and performance by each Insurance Regulatory Approvals”) and (vi) any such Governmental Filings the failure of the Company and each Asset Seller of the Acquisition Documents which to which it is a party do make or obtain would not, and individually or in the consummation of the Transactions by the Company and the Asset Sellers will notaggregate, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, reasonably be expected to have a “Governmental Authority”) or any other PersonMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate Restated Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) By-laws of the Company or equivalent organizational documents of any Asset Sellerof its subsidiaries, (ii) assuming that all consents, approvals, authorizations authorizations, and other actions described in Section 2.5(b4.05(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledmade, conflict with or violate any Law law, statute, ordinance, rule, regulation, order, injunction, judgment or Order decree (“Law”) applicable to (A) the Company or by which it or any of its properties subsidiaries or assets are by which any property or asset of the Company or any of its subsidiaries is bound or (B) the Asset Sellers affected or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any Lien (require payment under, or result in the creation of a lien or other than a Permitted Lien) encumbrance on the Purchased Assets or any property or asset of the CompanyCompany or any of its subsidiaries pursuant to, or trigger any right of first refusal under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective properties is bound, except, in the case of clauses (ii) and (iii), for any thereof that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or could not reasonably be expected to prevent or materially delay the consummation of the Merger. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federaldomestic, state foreign or local) or foreign government or supranational governmental, regulatory or administrative authority, agency, instrumentality agency or commission, commission or any court, tribunal, or judicial tribunal or arbitral body (each, a “Governmental AuthorityEntity”), except for (i) applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”) state securities or any other Person“blue sky” laws (“Blue Sky Laws”), the rules and regulations of the New York Stock Exchange, Inc. (the “NYSE”) and the filing and recordation of appropriate merger documents as required by Delaware Law and (ii) such consents, approvals, authorizations, permits, filings or notifications the failure of which to receive or to make, could not, individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect or could not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by the Company and the Partnership does not, delivery and performance by each and, except as described in Section 4.5(a) of the Company and each Asset Seller Disclosure Letter, the performance of this Agreement, the Acquisition Documents do not, transactions contemplated hereby and the consummation of the Transactions Company Parties’ obligations hereunder will not, (i) conflict with or violate result in a violation of any provision of (A) the certificate Company Charter or the Company Bylaws, or (B) any comparable organizational documents of incorporation any Company Subsidiary, (ii) conflict with or bylaws (result in any violation of any Law applicable to the Company or equivalent organizational documents) any Company Subsidiary or by which any property or asset of the Company or any Asset SellerCompany Subsidiary is bound, or (iiiii) assuming that all consentsrequire any consent or approval (except as contemplated by Section 4.5(b)) under, approvals, authorizations and other actions described result in Section 2.5(b) have been obtained any breach of any obligation or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) loss of any benefit of the Company or by any Company Subsidiary under, or constitute a default (or an event which it with notice or lapse of time or both would become a default) under, or give to any of its properties other Person any right of, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of a, termination, acceleration or constitute cancellation (with or without notice or the lapse of time or both) a default underof, or give rise to any right of terminationpurchase, amendment, first offer or acceleration forced sale under or result in the creation of any material Permit or Material Contract, or (iv) create any a Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany or any Company Subsidiary pursuant to, any note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any Company Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii) above, as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions this Agreement by the Company and the Asset Sellers Partnership does not, and the performance of this Agreement by the Company and the Partnership will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Authority, except (federali) the filing with the SEC of (A) the Proxy Statement/Prospectus in preliminary and definitive form and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Company Merger will be registered pursuant to the Securities Act and in which the Proxy Statement/Prospectus will be included (together with any amendments or supplements thereto, the “Form S-4”), and declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act and the Securities Act as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Company Merger Certificates with, and acceptance for record of the Company Merger Certificates by, the SDAT pursuant to the MRL and the DSOS pursuant to the DLLCA, as applicable, (iii) the filing of the Partnership Merger Certificate with, and acceptance for record of the Partnership Merger Certificate by, the DSOS pursuant to the DRULPA and the DLLCA, (iv) such filings and approvals as may be required by any applicable state securities or local“blue sky” Laws, (v) such filings as may be required in connection with state and local Transfer Taxes, (vi) any filings or foreign government approvals required under the rules and regulations of the NYSE, and (vii) where failure to obtain such consents, approvals, authorizations or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunalindividually or in the aggregate, or judicial or arbitral body (each, would not reasonably be expected to have a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionAssuming that the Approvals, filings and notifications described in Section 4.06(b) have been obtained or made, as the case may be, the execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do does not, and the consummation of the Transactions transactions contemplated hereby will not, not (i) conflict with or violate the certificate Certificate of incorporation Formation or bylaws (the Company LLC Agreement, in each case as amended or equivalent organizational documents) restated, of the Company or any Asset SellerCompany, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order Laws applicable to (A) the Company or by which it or any of its assets or properties or assets are is bound or (B) the Asset Sellers subject, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create require payment under, or result in the creation of a lien or encumbrance on any Lien (of the properties or assets of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other than instrument or obligation to which the Company is a Permitted Lien) on party or by or to which the Purchased Assets Company or any property of its assets or asset properties is bound or subject, except for any such conflicts or violations described in clause (ii) or breaches, defaults, events, rights of the Companytermination, amendment, acceleration or cancellation, payment obligations or liens or encumbrances described in clause (iii) that would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation of the Transactions by the Company and the Asset Sellers transactions contemplated hereby will not, require the Company to obtain any consent, approval, authorization Approvals of or permit offrom, or to make any filing with or notification to, any domestic Governmental Entity or third Person, except (federali) as disclosed in Section 4.06(b) of the Company Disclosure Letter, state or local(ii) or foreign government or governmentalfor the filing and recordation of appropriate Acquisition documents as required by Delaware Law, regulatory or administrative authority, agency, instrumentality or commissionand (iii) where the failure to obtain such Approvals, or any courtto make such filings or notifications, tribunal, or judicial or arbitral body (each, would not reasonably be expected to have a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each Except as set forth in Section 4.5(a) of the Company Disclosure Letter, the execution and each Asset Seller delivery of this Agreement by the Acquisition Documents do Company and the Company Operating Partnership does not, and the performance of this Agreement and the consummation of the Transactions Mergers and the other transactions contemplated hereby by the Company and the Company Operating Partnership will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate any provision of (A) the certificate of incorporation Company Charter or bylaws the Company Bylaws or the Company Operating Partnership Agreement or (or B) any equivalent organizational documents) or governing documents of the any Company or any Asset SellerSubsidiary, (ii) assuming that all consents, approvals, authorizations and other actions permits described in Section 2.5(b4.5(b) have been obtained or taken and obtained, all filings and obligations notifications described in Section 2.5(b4.5(b) have been made and any waiting periods thereunder have terminated or fulfilledexpired, conflict with or violate any Law or Order applicable to (A) the Company or any other Company Subsidiary or by which it any property or asset of the Company or any of its properties Company Subsidiary is bound, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in require any consent or approval (except as contemplated by Section 2.5(b4.5(b)) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withunder, result in a any breach of or any loss of any benefit or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, acceleration, cancellation or payment (including disposition or similar fees) (with or without notice or the lapse of time or both) a default underof, or give rise to any right of terminationpurchase, amendment, first offer or acceleration forced sale under or result in the creation of any material Permit or Material Contract, or (iv) create any a Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany or any Company Subsidiary pursuant to, any note, bond, mortgage, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to which the Company or any Company Subsidiary is a party, except, as to clauses (i)(B), (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (provided that, for the avoidance of doubt, for purposes of this Section 4.5(a) the exceptions set forth in clauses (vi) and (vii) of the definition of “Company Material Adverse Effect” shall not apply to any such conflicts, violations, breaches, defaults or other occurrences in determining whether a Company Material Adverse Effect has occurred). (b) Except as set forth in Section 2.5(b) The execution and delivery of the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions this Agreement by the Company and the Asset Sellers Company Operating Partnership does not, and the performance of this Agreement by the Company and the Company Operating Partnership will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Authority, except (federali) the filing with the SEC of (A) a proxy statement in preliminary and definitive form relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Mergers will be registered pursuant to the Securities Act and in which the Proxy Statement will be included as a prospectus (together with any amendments or supplements thereto, the “Form S-4”), and declaration of effectiveness of the Form S-4, and (B) such reports under, and other compliance with, the Exchange Act (and the rules and regulations promulgated thereunder) and the Securities Act (and the rules and regulations promulgated thereunder) as may be required in connection with this Agreement and the transactions contemplated hereby, (ii) the filing of the Articles of Merger with and the acceptance for record of the Articles of Merger by the SDAT pursuant to the MGCL, (iii) the due filing of the Certificate of Merger and the Partnership Certificate of Merger with the Delaware Secretary, (iv) such filings and approvals as may be required by any applicable state securities or local“blue sky” Laws, (v) such filings as may be required in connection with state and local transfer Taxes, (vi) as may be required under the rules and regulations of the NYSE or foreign government NASDAQ, and (vii) where failure to obtain such consents, approvals, authorizations or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunalindividually or in the aggregate, or judicial or arbitral body (each, has not had and would not reasonably be expected to have a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each None of the execution and delivery of this Agreement or the Stock Option Agreement by the Company, the consummation by the Company and each Asset Seller of the Acquisition Documents do not, and transactions contemplated hereby or thereby or the consummation compliance by the Company with any of the Transactions provisions hereof or thereof will not, (i) conflict with or violate the certificate articles of incorporation or bylaws (or equivalent organizational documents) by-laws of the Company or the comparable organizational documents of any Asset Sellerof the Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment or Order decree applicable to (A) the Company or the Subsidiaries, or by which it any of them or any of its their respective properties or assets are may be bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a violation or breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration cancellation of, or result in any loss of any material Permit or Material Contractbenefit, or (iv) create the creation of any Lien (other than a Permitted Lien) on any of the Purchased Assets property or assets of the Company or any property of the Subsidiaries (any of the foregoing referred to in clause (ii) or asset this clause (iii) being a "Violation") pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their respective properties may be bound or affected, except in the case of the foregoing clauses (ii) or (iii) for any Violation which, individually and in the aggregate, would not have a Material Adverse Effect on the Company. (b) Except as set forth in Section 2.5(b) None of the Company Disclosure Scheduleexecution and delivery of this Agreement or the Stock Option Agreement by the Company, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions by the Company and of the Asset Sellers transactions contemplated hereby or thereby or the compliance by the Company with any of the provisions hereof or thereof will not, require any consent, waiver, approval, authorization or permit of, or registration or filing with or notification toto (any of the foregoing being a "Consent"), any domestic (federal, state or local) or foreign government or governmentalsubdivision thereof, or any administrative, governmental or regulatory or administrative - 9 - 10 authority, agency, instrumentality or commission, tribunal or body, domestic, foreign or supranational (a "Governmental Entity"), except for (i) compliance with any courtapplicable requirements of the Exchange Act, tribunal(ii) the filing of an agreement of merger together with an officer's certificate of the Company and the Purchaser pursuant to the GCL, (iii) compliance with the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and any requirements of any foreign or judicial supranational Antitrust Laws (as hereinafter defined), (iv) such filings and approvals as may be required by any applicable state securities, "blue sky" or arbitral body takeover Laws, and (eachv) Consents or filings the failure of which to obtain or make, individually and in the aggregate, would not have a “Governmental Authority”) Material Adverse Effect on the Company or any other Personmaterially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement and the Stock Option Agreement.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do notCompany, and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby, do not and will not, not (i) conflict with or violate any provision of the certificate of incorporation or bylaws by-laws of the Company, (or equivalent organizational documentsii) except as set forth on Section 3.4(a) of the Company or any Asset Seller, (ii) Disclosure Schedule and assuming that all consents, approvals, authorizations and other actions described compliance with the matters set forth in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled3.4(b), conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or violation of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendmentacceleration or other alteration in the rights under, (A) any Material Contract (other than any Material Contract that is (x) not a Government Contract and (y) terminable without liability by either party thereto upon 90 days or acceleration less notice) to which the Company or any of its Subsidiaries is a party or by which any material of their respective properties, assets or rights are bound or (B) any Permit applicable to the Company or Material Contractany of its Subsidiaries, (iii) assuming compliance with the matters set forth in Section 3.4(b) and assuming the Company Stockholder Approval is obtained, violate any provision of Law applicable to the Company or any of its Subsidiaries or (iv) create result in the creation of any Lien upon any of the properties, assets or rights of the Company or any of its Subsidiaries (other than any such Lien created as a Permitted Lienresult of any action taken by Parent or Merger Sub), except, in the case of clauses (ii), (iii) on and (iv) above, for any such conflict, violation, breach, default, termination, acceleration, alteration, Lien or other occurrence that would not, individually or in the Purchased Assets or any property or asset of the Companyaggregate, constitute a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions transactions contemplated hereby by the Company do not and the Asset Sellers will not, not require any consent, approval, authorization authorization, waiver, registration, declaration or permit of, or action by, filing with or notification to, any domestic Governmental Entity, except for (federali) the applicable requirements of the Securities Exchange Act of 1934, state as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, (ii) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder, (iii) the applicable requirements of the NYSE, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) the applicable requirements under the National Industrial Security Program Operating Manual dated February 28, 2006 and supplements, amendments and revisions thereof (the “NISPOM”), (vi) the applicable requirements under Title 22, Section 122.4 of the International Traffic in Arms Regulations (the “ITAR”), (vii) the applicable requirements of the U.S. Federal Acquisition Regulation (“FAR”, and together with the Department of Defense Federal Acquisition Regulation Supplement and the other agency acquisition regulations that implement or localsupplement the FAR, the “FAR System”), and (viii) any such consent, approval, authorization, waiver, registration, declaration, permit, action, filing or foreign government notification the failure of which to make or governmentalobtain would not, regulatory individually or administrative authorityin the aggregate, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, constitute a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by the Company and Merger Sub does not, delivery and performance subject to receipt of the filing and recordation of appropriate documents as required by each the DGCL and the QBCA and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Company Disclosure Schedule, have been made, obtained or given, the performance of this Agreement by the Company and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions Merger Sub will not, not (i) conflict with or violate the certificate Company Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Sellerequivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or any Company Subsidiary or by which it any property or asset of the Company or any of its properties or assets are Company Subsidiary is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of of, or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or give rise to others any right rights of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any result in the creation of a Lien (other than a any Permitted Lien) on the Purchased Assets or any material property or asset of the CompanyCompany or any Company Subsidiary pursuant to, any Material Contract, except, for any such conflicts, violations, breaches, defaults or other occurrences which, individually or in the aggregate, with respect to clauses (ii) or (iii), have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of the Company Disclosure Schedule, the execution, delivery and performance this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do Merger Sub does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any domestic (waiting period by, any United States federal, state state, county, municipal or local) Canadian or foreign government other local or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission, commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”), except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act of 1933 (the “Securities Act”), state securities laws or any “blue sky” laws (“Blue Sky Laws”), state takeover laws, and applicable Canadian Securities Laws, the pre-merger notification requirements of the HSR Act and filing and recordation of appropriate merger or other Persondocuments as required by the QBCA or the DGCL, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate of incorporation Company Charter Documents or bylaws (or the equivalent organizational documents) documents of any of the Company or any Asset SellerCompany’s subsidiaries, (ii) assuming that all consentssubject, approvals(x) with respect to the Merger, authorizations to the approval and other actions described adoption of this Agreement and the approval of the Merger by holders of a majority of the outstanding Shares in accordance with Delaware Law and (y) to compliance with the requirements set forth in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled), conflict with or violate in any Law or Order material respect any Legal Requirements applicable to (A) the Company or by which it or any of its subsidiaries or by which its or any of their respective properties or assets are is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consentsconflict with or violate, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or materially impair the Company’s or any of its subsidiaries’ rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or result in the creation of a Lien on any of the properties or assets of the Company or any of its subsidiaries pursuant to, any Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected, except to the extent such conflict, violation, breach, default, impairment or other effect would not in the case of clauses (ivii) create any Lien or (other than iii), (A) have a Permitted Lien) Material Adverse Effect on the Purchased Assets Company or any property (B) individually or asset in the aggregate, reasonably be expected to prevent or materially delay consummation of the CompanyTransactions or otherwise prevent the parties hereto from performing their obligations under this Agreement. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative agency, commission, governmental or regulatory authority, domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental AuthorityEntity”), except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), state securities laws (“Blue Sky Laws”) and state takeover laws, applicable requirements, if any, of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the pre-merger notification requirements of foreign Governmental Entities, the rules and regulations of the National Market System (the “Nasdaq”), and the filing and recordation of the Certificate of Merger as required by Delaware Law and (ii) where the failure to obtain such consents, approvals, authorizations or any other Personpermits, or to make such filings or notifications, (A) would not have a Material Adverse Effect on the Company or, following the Effective Time, Parent, or prevent consummation of the Transactions or (B) otherwise prevent the parties hereto from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery of this Agreement and performance any instrument required hereby to be executed and delivered by each of the Company and each Asset Seller of at the Acquisition Documents do Closing does not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate Articles of incorporation Incorporation or bylaws (or equivalent organizational documents) Bylaws of the Company Company; or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it or any of its properties or assets are is bound or (B) the Asset Sellers affected; or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or both) both would become a default default), or impair in any material respect the Company's rights or materially alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or acceleration cancellation of any material Permit note, bond, mortgage, indenture, deed of trust, lease, permit, concession, franchise, license, agreement or Material Contractother instrument or obligation to which the Company is a party or to which the properties or assets of the Company are subject, or (iv) create result in the creation of any Lien security interest, lien, claim, pledge, agreement, limitation on voting rights, charge or other encumbrance of any material nature (other than a Permitted Liencollectively, "Liens") on the Purchased Assets or any property or asset of the Companyproperties or assets of the Company pursuant to any Company Agreement (as defined in Section 4.11 below). (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement and any instrument required hereby to be executed and delivered by the Company Disclosure Schedule, at the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do Closing does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any court, administrative or regulatory agency or commission or other governmental authority or instrumentality (whether domestic or foreign, a "Governmental Entity"). (federal, state or localc) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionThe consent of, or the delivery of notice to or filing with, any court, tribunal, party to a Company Agreement (as defined in Section 4.11 below) is not required for the execution and delivery by the Company of this Agreement or judicial or arbitral body (each, a “Governmental Authority”) or any other Personthe consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) By-Laws of the Company or any Asset Sellerequivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b3.05(b) have been obtained or taken and all filings and obligations described in Section 2.5(b3.05(b) have been made or fulfilledmade, conflict with or violate any Law federal, state or Order local statute, law, ordinance, regulation, rule, code, order, judgment or decree of the United States of America or any foreign, state or local regulatory agency or other Governmental Entity (as defined below) or any other jurisdiction and any enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment (collectively, the "Law") applicable to (A) the Company or any Company Subsidiary or by which it any property or asset of the Company or any of its properties or assets are Company Subsidiary is bound or (B) the Asset Sellers or the Purchased Assetsaffected, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration cancellation of, or result in the creation of a lien or other encumbrance on any material Permit property or Material asset of the Company or any Company Subsidiary pursuant to, any Contract, or (iv) create result in any Lien drag along or tag along rights of any stockholder of any Company Subsidiary, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other than occurrences that would not have a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic or foreign governmental or regulatory authority (federal"Governmental Entity"), except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act") and the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), state securities or local"blue sky" Laws ("Blue Sky Laws"), the Rules of the National Association of Securities Dealers ("NASD"), state takeover Laws, the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), filings or approvals required under the competition Laws of foreign jurisdictions, and the filing and recordation of the Certificate of Merger as required by the Delaware Law, and (ii) for such consents, approvals, authorizations or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtsuch filings or notifications, tribunal, the failure to obtain or judicial or arbitral body (each, to make as would not prevent consummation of the Merger and would not have a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do notCompany, and the consummation of the Transactions Offer, and, subject to the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the Company’s stockholders under the DGCL to the extent required by applicable Law, the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) Bylaws of the Company or any Asset SellerCompany, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 2.5(bcontemplated by clauses (i) through (v) of subsection (b) below have been obtained or taken obtained, and all filings and obligations described in Section 2.5(b) such clauses have been made or fulfilledmade, conflict with or violate any Law federal, state, local or Order foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement (“Law”) or any Nasdaq rule or regulation applicable to (A) the Company or by which it or any of its Subsidiaries or by which any of their respective properties are bound, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b(A) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) under, or (B) result in the loss of a default benefit under, or give rise to any right of termination, amendmentcancellation, amendment or acceleration of any material Permit or Material Contractof, or (ivC) create result in the creation of any Lien (other than a Permitted Lien) on any of the Purchased Assets properties or assets of the Company or any property of its Subsidiaries under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit or asset other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the CompanyCompany or any of its Subsidiaries or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, loss, right or other occurrence which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions this Agreement by the Company and the Asset Sellers consummation by the Company of the transactions contemplated hereby, do not and will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any domestic (federal, state or local) state, local or foreign government governmental or governmental, regulatory or administrative (including stock exchange) authority, agency, instrumentality or court, commission, or any court, tribunal, or judicial or arbitral other governmental body (each, a “Governmental AuthorityEntity”), except for (i) applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including the filing of the Information Statement), and state securities, takeover and “blue sky” laws, (ii) the applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the applicable requirements of Nasdaq, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) the applicable requirements of antitrust or other competition laws of jurisdictions other than the United States or investment laws relating to foreign ownership (“Foreign Antitrust Laws”), and (vi) any other Personsuch consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company do not and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, not (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) By-Laws of the Company or the organizational documents of any Asset Sellerof the Company’s subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 2.5(bcontemplated by clauses (i) through (iv) of subsection (b) below have been obtained or taken obtained, and all filings and obligations described in Section 2.5(b) such clauses have been made or fulfilledmade, conflict with or violate any Law term or Order provision of any state or federal law, ordinance, rule, regulation, order, judgment or decree applicable to (A) the Company or by which it or any of its subsidiaries or by which its or any of their respective properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) or result in the loss of a default benefit under, or give rise to any right of termination, amendmentcancellation, amendment or acceleration of, any contract, plan, undertaking, understanding, agreement, license, lease, note, bond, mortgage, indenture, permit, instrument, obligation or other binding commitment, whether written or oral (each, a “Contract”) to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound, or acceleration result in the creation of any material Permit mortgage, pledge, lien, charge, restriction, claim or Material Contractencumbrance (each, a “Lien”) upon any of the properties or (iv) create any Lien (other than a Permitted Lien) on assets of the Purchased Assets Company or any property of its subsidiaries, except, in the case of clauses (ii) and (iii), for any such breach, violation or asset of default which would not, individually or in the Companyaggregate, have a Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do notCompany, and the consummation of the Transactions Merger by the Company or of any other transaction contemplated on the part of the Company under this Agreement, do not and the Asset Sellers will not, not require any consent, approval, qualification, order, authorization or permit of, or action by, filing with or notification to, any domestic governmental or regulatory (federal, state or localincluding stock exchange) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or court commission, or any court, tribunal, or judicial or arbitral other governmental body (each, a “Governmental AuthorityEntity”), except for (i) the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (including the filing of the Proxy Statement (as defined below)) and state securities and takeover laws, (ii) the applicable requirements of the Nasdaq Global Market (“Nasdaq”), (iii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL and (iv) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) prevent or delay the Company from performing its obligations under this Agreement in any other Personmaterial respect or (B) individually or in the aggregate, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. Except as otherwise set forth in Section 3.05 of the Company Disclosure Schedule: (a) The Subject to the expiration of applicable waiting periods and the making of required filings under Securities Laws, the execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions transactions contemplated hereby do not and will not, not (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (By-laws or any equivalent organizational documents) documents of the Company or any Asset Sellerits Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or its Subsidiary or by which it any property or any asset of the Company or its properties or assets are Subsidiary is bound or (B) the Asset Sellers or the Purchased Assetsaffected, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a material default (or an event which, with or without notice or lapse of time or both, would reasonably be expected to become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any result in the creation of a Lien (other than a Permitted LienLiens) on the Purchased Assets or any property or asset of the CompanyCompany or its Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, or (iv) violate or constitute a default under the Escritura Constitutiva or Estatutos Sociales of the Subsidiary, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, prevent or materially delay consummation of any of the transactions contemplated by this Agreement or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions this Agreement by the Company and the Asset Sellers consummation by the Company of the Merger and the transactions contemplated hereunder do not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (United States federal, state state, county or local) local or foreign government or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission, commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”), except for filing and recordation of appropriate merger documents as required by Applicable Corporate Law and appropriate documents with the relevant authorities of other states and jurisdictions in which the Company is qualified to do business. As of the date hereof, the Company has no knowledge of any reason why the approvals of all Governmental Authorities necessary to permit consummation by the Company of the transactions contemplated by this Agreement will not be received. (c) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the transactions contemplated hereunder do not and will not, require any consent, approval, authorization or permit of, or filing with or notification to any other Personperson other than a Governmental Authority, whether under any Material Contract or otherwise, excluding any contracts under which the Company has no material continuing obligations.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do notCompany, and the consummation of the Transactions Offer, and, subject to the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the Company’s stockholders under the DGCL to the extent required by applicable Law, the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) Bylaws of the Company or any Asset SellerCompany, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 2.5(bcontemplated by subsection (b) below have been obtained or taken obtained, and all filings and obligations described in Section 2.5(b) such clauses have been made or fulfilledmade, conflict with or violate any Law federal, state, local or Order foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement of any Governmental Entity (“Law”) or any Nasdaq rule or regulation applicable to (A) the Company or by which it or any of its Subsidiaries or by which any of their respective properties are bound, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b(A) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) under, or (B) result in the loss of a default benefit under, or give rise to any right of termination, amendmentcancellation, amendment or acceleration of any material Permit or Material Contractof, or (ivC) create result in the creation of any Lien (other than a Permitted Lien) on any of the Purchased Assets properties or assets of the Company or any property of its Subsidiaries under any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit or asset other instrument or obligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, acceleration, loss, right, Lien or other occurrence which would not (I) have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (II) prevent or materially impair or reasonably be expected to prevent or materially impair the ability of the CompanyCompany to perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions this Agreement by the Company and the Asset Sellers consummation by the Company of the transactions contemplated hereby, do not and will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any domestic (federal, state or local) state, local or foreign government governmental or governmental, regulatory or administrative authority, agency, instrumentality or court, commission, or any court, tribunal, or judicial or arbitral other governmental body (each, a “Governmental AuthorityEntity”) or any stock exchange, except for (i) applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including the filing of the Schedule 14D-9 and the Information Statement), and state securities, takeover and “blue sky” Laws, (ii) the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the applicable requirements of Nasdaq, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) the applicable requirements of antitrust or other Personcompetition Laws of jurisdictions other than the United States or investment Laws relating to foreign ownership (“Foreign Antitrust Laws”), (vi) any such consent, approval, authorization, permit, action, filing or notification arising from the business, operations or nationality of Parent or its affiliates, and (vii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) prevent or materially impair or reasonably be expected to prevent or materially impair the ability of the Company to perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement by the Company does not, delivery and performance subject to receipt of the filing and recordation of appropriate merger documents as required by each the TBOC and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions set forth on Section 4.05(a) of the Company and each Asset Seller Disclosure Schedule, including the Written Consent, being made, obtained or given, the performance of this Agreement by the Acquisition Documents do not, and the consummation of the Transactions Company will not, not (i) conflict with or violate the certificate of incorporation or bylaws (or any equivalent organizational documents) documents of the Company or any Asset SellerCompany Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law United States or Order non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order (“Law”) applicable to (A) the Company or any Company Subsidiary or by which it any property or asset of the Company or any of its properties or assets are Company Subsidiary is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any result in the creation of a Lien (other than a any Permitted Lien) on the Purchased Assets or any material property or asset of the CompanyCompany or any Company Subsidiary pursuant to, any Material Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not have or reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any domestic (waiting period by, any United States federal, state state, county or local) local or foreign government or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission, commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”), except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, state securities or any other Person“blue sky” laws (“Blue Sky Laws”) and state takeover Laws, the pre-merger notification requirements of the HSR Act, and filing with and recordation of appropriate merger documents as required by the TBOC, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have or would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each Except as set forth on Schedule 4.6(a) of the Company Disclosure Schedule, the execution and each Asset Seller delivery of this Agreement by the Acquisition Documents do Company and the Bank does not, and the consummation performance of this Agreement by the Transactions Company and the Bank will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) any provision of the Company Certificate or Company Bylaws or any Asset Sellerequivalent organizational documents of the Bank or any of their Subsidiaries, (ii) conflict with or violate any Law applicable to the Company, the Bank or any of their Subsidiaries or by which any property or asset of the Company, the Bank or any of their Subsidiaries is bound or affected (assuming that all consents, approvals, authorizations and other actions permits described in Section 2.5(b4.6(b) have been obtained or taken and all filings and obligations notifications described in Section 2.5(b4.6(b) have been made and any waiting periods thereunder have terminated or fulfilled, conflict with expired) or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained require any consent or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withapproval under, result in a any breach of or any loss of any benefit under, constitute a change of control or default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, under or give rise to others any right of termination, vesting, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any result in the creation of a Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the Company, the Bank or any of their Subsidiaries pursuant to, any Company Material Contract, lease with respect to real estate or Company Permit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, losses, defaults, or failures to obtain any consent or approval, or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect with respect to the Company. (b) Except for such consents, approvals, authorizations, permits or filings as may be set forth in Section 2.5(bon Schedule 4.6(b) of the Company Disclosure ScheduleSchedule (collectively, the execution“Company Required Government Approvals”), the execution and delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions this Agreement by the Company and the Asset Sellers Bank does not, and the performance of this Agreement including the consummation of the Company Merger, the Bank Merger and the transactions contemplated hereby, by the Company and the Bank will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federalGovernmental Entity. To the knowledge of the Company, state there is no fact, event or local) condition applicable to the Company or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionits Subsidiaries that will, or any courtreasonably could be expected to, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personadversely affect the likelihood of securing the Company Required Government Approvals.

No Conflict; Required Filings and Consents. Assuming the receipt of the Company Stockholder Approval and the making of the filings and the receipt of the consents and waiting period terminations or expirations identified in Section 3.04(b), none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any other Transaction, or the Company’s compliance with any of the provisions of this Agreement will (with or without notice or lapse of time, or both): (a) The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, (i) conflict with or violate the certificate of incorporation Company Certificate or bylaws (or equivalent organizational documents) of the Company Bylaws, or any Asset Seller, equivalent organization or governing documents of any Company Subsidiary; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order rule of the NASDAQ applicable to (A) the Company or any Company Subsidiary or by which it or any of its their respective properties or assets are is bound or (B) the Asset Sellers or the Purchased Assetsaffected, in each case, in any material respect; (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any material violation or breach of of, or constitute a material default (or an event that with or without notice or lapse of time or bothboth would become a material default) a default or impair the Company’s or any of the Company Subsidiaries’ material rights under, or alter their respective material obligations or alter the material rights or obligations of any third party under, or give rise to any right third party any rights of purchase, termination, amendment, payment, acceleration or acceleration of cancellation pursuant to any material Permit Company Material Contract or Material Contractunder any Company Permit, or (iv) create any result in the creation of a Lien (other than a Permitted Lien) on any of the Purchased Assets material properties or assets (including intangible assets) of the Company or any property or asset of the CompanyCompany Subsidiary. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization waiting period termination or expiration, Order, license, authorization, declaration or permit of, or filing or registration with or notification to, any domestic Governmental Entity, except (federali) the applicable requirements, if any, of the Securities Act and the Exchange Act, including the filing of the Proxy Statement relating to the adoption by the stockholders of the Company of this Agreement, (ii) the filing and recordation of the Certificate of Merger or other documents as required by the DGCL, (iii) compliance with any applicable requirements of the HSR Act and the applicable requirements of non-U.S. Antitrust Laws, (iv) such filings as may be required under the rules and regulations of the NASDAQ, (v) the Exon-Xxxxxx Filing and clearance by CFIUS, (vi) such consents, approvals, Orders, licenses, authorizations, declarations, permits, filings, registrations and notifications as may be required under state or localforeign securities or Takeover Laws and (vii) such other consents, approvals, Orders, licenses, authorizations, declarations, permits, filings, registrations or foreign government notifications which, if not obtained or governmentalmade, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, would not have a “Governmental Authority”) or any other PersonCompany Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) Except as set forth in Section 3.04(a) of the Company Disclosure Letter, the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby, will not, (i) assuming the effectiveness of the Charter Amendment, conflict with or violate the Constituent Documents of the Company or any of its Subsidiaries, (ii) assuming the receipt of the approvals referred to in clauses (i), (ii) and (iii) of Section 3.04(b), conflict with or violate any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) or require a Consent under, result in the loss of a material benefit under or give to others any right of termination, amendment, acceleration, payment or cancellation of, or result in the creation of a lien or other encumbrance on any property or under any contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their properties or assets is bound or affected, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the Ancillary Agreements to which it is a party or the consummation of any of the transactions contemplated hereby or thereby. (b) The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents do not, this Agreement and the consummation of the Transactions will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the Company. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents Ancillary Agreements to which it is a party do not, and the consummation of the Transactions by the Company transactions contemplated hereby and the Asset Sellers thereby will not, not require any consent, approval, authorization or permit material Consent of, or filing with or notification to, any governmental or regulatory authority, domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, each a “Governmental AuthorityEntity”), except for (i) the applicable requirements of the Exchange Act and the HSR Act, (ii) the filing of appropriate merger and other documents as required by the DGCL in connection with the Merger, the Charter Amendment and the other transactions contemplated by this Agreement and the Ancillary Agreements, (iii) the approvals from other regulatory agencies set forth in Section 3.04(b) of the Company Disclosure Letter (the “Governmental Approvals”), (iv) such Consents for which the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially delay the performance by the Company of any of its obligations under this Agreement or the Ancillary Agreements to which it is a party or the consummation of any of the transactions contemplated hereby or thereby or (v) such other Personitems as may be required solely by reason of the business or identity of Family LLC and its Affiliates.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance of this Agreement by each of the Company do not and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, : (i) conflict with or violate the certificate of incorporation Articles or bylaws (or equivalent organizational documents) By-Laws of the Company or the equivalent organizational documents of any Asset Seller, of its subsidiaries; (ii) assuming that all consents, approvalsapprovals and authorizations contemplated by clauses (i), authorizations (ii) and other actions described in Section 2.5(b(iii) of subsection (b) below have been obtained or taken and all filings and obligations described in Section 2.5(b) such clauses have been made or fulfilledmade, conflict with or violate any Law law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it or any of its subsidiaries or by which its or any of their respective properties or assets are bound or (B) the Asset Sellers affected; or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach or violation of or constitute a default (or an event which with or without notice or lapse of time or bothboth could become a default) or result in the loss of a default material benefit under, or give rise to any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create result in the creation of a lien or encumbrance on any Lien (other than a Permitted Lien) on of the Purchased Assets properties or assets of the Company or any property of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or asset other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected, except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially delay the consummation of the CompanyOffer or the Merger or otherwise prevent the Company from performing its obligations under this Agreement. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions Merger by the Company do not and the Asset Sellers will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any governmental or regulatory authority, domestic or foreign, except for (federali) applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), state securities, takeover and Blue Sky laws, (ii) the filing and recordation of appropriate merger or localother documents as required by the MGCL and (iii) such consents, approvals, authorizations, permits, actions, filings or foreign government notifications the failure of which to make or governmentalobtain would not (x) prevent or materially delay consummation of the Offer or the Merger, regulatory (y) otherwise prevent or administrative authority, agency, instrumentality materially delay the Company from performing its obligations under this Agreement or commission, or any court, tribunal, or judicial or arbitral body (each, z) have a “Governmental Authority”) or any other PersonMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents Sole Shareholder do not, and the consummation performance of this Agreement by the Transactions Sole Shareholder will not, (i) conflict with or violate the certificate Articles of incorporation Incorporation or bylaws (By-Laws or equivalent organizational documents) other constitutive documents of the Company or any Asset SellerSole Shareholder, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b4.03(b) have been obtained or taken and all filings and obligations described in Section 2.5(b4.03(b) have been made or fulfilledmade, conflict with or violate in any material respect any Law or Order applicable to (A) the Company Sole Shareholder or by which it any property or any asset of its properties or assets are the Sole Shareholder is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any Lien (result in the creation of a lien or other than a Permitted Lien) encumbrance on the Purchased Assets or any property or asset of the CompanySole Shareholder pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences (x) pursuant to the Term Loan Facility Agreement dated December 14, 1999 (the "Facility Agreement"), between the Sole Shareholder and Forbisher Investments Limited ("Forbisher") and the related Deed of Debenture dated January 6, 2000 (the "Deed of Debenture") (Forbisher has consented in writing to the transactions contemplated by this Agreement and the Sole Shareholder represents that Forbisher will not have any claim of any kind upon Parent or the Company or any of their assets or capital stock after the Effective Time), and (y) that could not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect or prevent or materially delay the consummation of the transactions contemplated by this Agreement. (b) Except as set forth in Section 2.5(b) To the actual knowledge of the Company Disclosure ScheduleSole Shareholder, the execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party Sole Shareholder do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers Sole Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Entity, except (federali) for the pre-merger notification requirements of the HSR Act, state (ii) for the filing and recordation of appropriate merger documents as required by the FBCA, and (iii) where failure to obtain such consents, approvals, authorizations or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications could not reasonably be expected, tribunalindividually or in the aggregate, to have a Company Material Adverse Effect or judicial prevent or arbitral body (each, a “Governmental Authority”) or any other Personmaterially delay the consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate Articles of incorporation Incorporation or bylaws (or equivalent organizational documents) By-laws of the Company or any Asset Sellerequivalent organizational documents of the Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b3.05(b) have been obtained or taken made and all filings and obligations described in Section 2.5(bsubsection (b) have been made or fulfilledmade, conflict with or violate any Law foreign or Order domestic law, statute, ordinance, rule, regulation, order, judgment or decree ("LAW") applicable to (A) the Company or any Subsidiary or by which it any property or asset of the Company or any of its properties Subsidiary is bound, or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any Lien (result in the creation of a lien or other than a Permitted Lien) encumbrance on the Purchased Assets or any property or asset of the CompanyCompany or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Permit (as hereinafter defined) or other instrument or agreement, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic (federallocal, state or localfederal) or foreign government ("GOVERNMENTAL AUTHORITY"), except (i) for applicable requirements, if any, of the Exchange Act, state securities or governmental"blue sky" laws ("BLUE SKY LAWS"), regulatory the National Association of Securities Dealers ("NASD"), state takeover laws, the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT") and filing and recordation of appropriate articles of merger as required by the Minnesota Law, and (ii) where the failure to obtain such consents, approvals, authorizations or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunalwould not prevent or delay consummation of the Offer or the Merger, or judicial otherwise prevent the Company from performing its obligations under this Agreement, and would not, individually or arbitral body (eachin the aggregate, have a “Governmental Authority”) or any other PersonMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation performance of this Agreement by the Company will not, except as set forth in Section 4.05(a) of the Transactions will notDisclosure Schedule, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (By-laws or equivalent organizational documents) documents of the Company or any Asset SellerSubsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in contemplated by Section 2.5(b4.05(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledtaken, as the case may be, conflict with or violate any Law United States or Order non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to (A) the Company or any Subsidiary or by which it any property or asset of the Company or any of its properties or assets are Subsidiary is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in contemplated by Section 2.5(b4.05(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledtaken, conflict withas the case may be, result in a any breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any Lien (result in the creation of a lien or other than a Permitted Lien) encumbrance on the Purchased Assets or any property or asset of the CompanyCompany or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not, have a Material Adverse Effect. (b) Except The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, except as set forth in Section 2.5(b4.05(b) of the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (United States federal, state state, county or local) local or foreign government or non-United States government, governmental, regulatory or administrative authority, agency, instrumentality or commission, commission or any court, tribunal, or judicial or arbitral body (each, a “"Governmental Authority”") on the part of the Company, except (i) for applicable requirements, if any, of the Exchange Act, state securities or any other Person"blue sky" laws ("Blue Sky Laws") and state takeover laws, the pre-merger notification requirements of the HSR Act, the requirements of Section 271 of Title VII of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder (the "Exon-Florxx Xxxvision"), the notification requirements of the applicable International Traffic in Arms Regulations of the U.S. Department 20 16 of State (the "Arms Regulations") and filing and recordation of appropriate merger documents as required by Delaware Law, and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Offer or the Merger, or otherwise prevent or materially delay the Company from performing its obligations under this Agreement, and would not, have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) Organizational Documents of the Company or any Asset Seller, Subsidiary; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate in any Law material respect any United States (federal, state or Order local) or foreign law, statute, rule, regulation, order, judgment, writ, injunction or decree (collectively, "Laws") applicable to (A) the Company or any Subsidiary or by which it any material property or asset of the Company or any of its properties or assets are Subsidiary is bound or (B) the Asset Sellers affected; or the Purchased Assets, (iii) assuming that all consentsexcept as set forth on Schedule 3.05(a) of the Company Disclosure Schedule, approvalsrequire a consent under, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledviolate, conflict with, result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, amendment, acceleration or acceleration cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any material Permit promissory note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or Material Contract, other instrument or (iv) create obligation to which the Company or any Lien (other than Subsidiary is a Permitted Lien) on party or by which the Purchased Assets Company or any Subsidiary or any property or asset of the CompanyCompany or any Subsidiary is otherwise bound or affected. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the performance of this Agreement, the consummation of the Transactions Merger and the other transactions contemplated hereby and compliance with the provisions of this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Authority, except: (federali) registrations or other actions required under United States federal and state securities laws as are contemplated by this Agreement; (ii) actions required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, state as amended, xxx xxx xxxxx xxd regulations thereunder (the "HSR Act"); (iii) the filing and recordation of appropriate merger documents as required by the DGCL; (iv) as set forth on Schedule 3.05(b) of the Company Disclosure Schedule; and (v) where failure to obtain such consents, approvals, authorizations or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunal, would not prevent or judicial or arbitral body (each, a “Governmental Authority”) materially delay consummation of the Merger or any other Persontransaction contemplated hereby, or, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each Except as set forth in Section 4.06(a) of the Company Disclosure Letter, the execution and each Asset Seller delivery of this Agreement by the Acquisition Documents Company do not, and the performance of this Agreement by the Company and the consummation of the Transactions Amalgamation do not and will not, (i) assuming the Bye-Laws Amendments are approved and adopted by the Company and the Requisite Company Vote is obtained, conflict with or violate the certificate memorandum of incorporation association or bylaws (or equivalent organizational documents) bye-laws of the Company (as modified from time to time) or any Asset Sellerequivalent organizational documents of any Company Subsidiary, (ii) assuming assuming, solely with respect to performance of this Agreement and consummation of the Amalgamation, that all consents, approvals, authorizations and other actions described the matters referred to in Section 2.5(b4.06(b) have been obtained or taken are complied with, the Bye-Laws Amendments are approved and all filings adopted by the Company and obligations described in Section 2.5(b) have been made or fulfilledthe Requisite Company Vote is obtained, conflict with or violate any Law or Order applicable to (A) the Company or any Company Subsidiary or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, amendment, or acceleration of any material Permit or Material Contract, or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany or any Company Subsidiary is bound or affected or (iii) result in any material breach of or constitute a default under, or result in the creation of a Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any Contract; provided, that in the cases of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to (x) have a Company Material Adverse Effect or (y) prevent or materially delay the consummation by the Company of the Transactions. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers consummation by the Company of the Amalgamation will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Authority, except (federali) for compliance with the applicable requirements of the Securities Exchange Act of 1934, state as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder (including the furnishing of the Proxy Statement, and the filing or localfurnishing of one or more amendments to the Proxy Statement to respond to comments of the SEC, if any), (ii) for compliance with the rules and regulations of the NASDAQ Global Select Market (“NASDAQ”), (iii) for the filing of the Amalgamation Application and related attachments with the Registrar and issuance by the Registrar of the Certificate of Amalgamation, (iv) for the consents, approvals, authorizations or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits of, or filings with or notifications to, the Governmental Authorities set forth in Section 4.06(b) of the Company Disclosure Letter (collectively, the “Requisite Regulatory Approvals”); and (v) where the failure to obtain or make, as applicable, any courtsuch consent, tribunalapproval, authorization or permit of, or judicial filing with or arbitral body notification to, any Governmental Authority would not reasonably be expected to (each, A) have a “Governmental Authority”Company Material Adverse Effect or (B) prevent or any other Personmaterially delay the consummation by the Company of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance by each of the Company and each Asset Seller of the Acquisition Merger Documents do does not, and the consummation performance of the Transactions Company Merger Documents by the Company will not, (i) conflict with or violate the certificate of incorporation Company Charter or bylaws (or equivalent organizational documents) of the Company or any Asset SellerBy-Laws, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it or any of its Subsidiaries or by which its or any of their respective properties or assets are is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or both) both would become a default default), or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create result in the creation of a Lien on any Lien (of the properties or assets of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected; other than such conflicts, breaches, defaults, impairments or other effects under (iii) of this Section 3.5(a) that have not had and could not reasonably be expected to have a Permitted Lien) on the Purchased Assets or any property or asset of the CompanyCompany Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement or any instrument required hereby to be executed and delivered by the Company Disclosure Schedule, at the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do Closing does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers or its Subsidiaries will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, administrative or judicial regulatory agency or arbitral body commission or other governmental authority or instrumentality (eachwhether domestic or foreign, a “"Governmental Authority”Entity"), except (i) the filing of the pre-merger notification report under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the filing of a Registration Statement on Form S-4 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Act of 1933, as amended (the "Securities Act"), and the filing of the Proxy Statement/Prospectus with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the laws of any foreign country and (iv) the filing and recordation of the Merger Agreement or any other Persondocuments as required by the CGCL.

No Conflict; Required Filings and Consents. (a) The None of the execution, delivery and or performance by the Company or each Parent of this Agreement or the other Transaction Documents to which the Company or each Parent is a party or the consummation by any of them of the Company and each Asset Seller of the Acquisition transactions contemplated by this Agreement or such other Transaction Documents do not, and the consummation of the Transactions will not, will: (i) conflict with or violate the certificate any provision of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, their respective Governing Documents; (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 2.5(b‎‎Section 3.05(b) have been obtained or taken and all filings and obligations notifications described in Section 2.5(b‎‎Section 3.05(b) have been made and any waiting periods thereunder have terminated or fulfilledexpired, conflict with or violate any Law or Order applicable to (A) such Parent or any member of the Company or by which it Group or any of its their respective properties or assets are bound assets; or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consentsrequire any consent or approval under, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledviolate, conflict with, result in a any breach of or any loss of any benefit under, or constitute a default under (with or without notice or lapse of time time, or both) a default under), or result in termination or give rise to others any right of termination, vesting, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any result in the creation of a Lien (other than a Permitted Lien) on upon any of the Purchased Assets respective properties or assets of such Parent or the Company Group pursuant to, any Contract to which such Parent or any property or asset member of the CompanyCompany Group is a party (or by which any of their respective properties or assets is bound) or any Company Permit, except, with respect to clauses (ii) and (iii), as, individually or in the aggregate, would not reasonably be expected to be material to the Company Group, taken as a whole, or prevent or materially impair or materially delay the consummation by the Company or each Parent or of the transactions contemplated by this Agreement. (b) Except as set forth in Section 2.5(b) None of the Company Disclosure Schedule, the execution, delivery and or performance by each of the Company and or each Asset Seller Parent of this Agreement or the Acquisition other Transaction Documents to which it the Company or each Parent is a party do not, and or the consummation of the Transactions by the Company and or each Parent of the Asset Sellers transactions contemplated by this Agreement or such other Transaction Documents will notrequire (with or without notice or lapse of time, require or both) any consent, approval, authorization or permit of, or filing or registration with or notification to, any domestic Governmental Entity, other than (federali) filings required under, state and compliance with any applicable requirements of, the HSR Act and any other applicable Competition Laws and (ii) where the failure to obtain such consents, approvals, authorizations or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits of, or to make such filings, registrations with or notifications to, any courtGovernmental Entity, tribunalindividually or in the aggregate, would not reasonably be expected to be material to the Company Group, taken as a whole, or judicial prevent or arbitral body (each, a “Governmental Authority”) materially impair or any other Personmaterially delay the consummation by the Company or each Parent of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do Buyer does not, and the consummation performance of the Transactions this Agreement by Buyer will not, (i) conflict with or violate the certificate Articles of incorporation or bylaws Incorporation (or equivalent organizational documents) or bylaws of the Company or any Asset SellerBuyer, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it Buyer or any of its subsidiaries or by which its or their respective properties or assets are bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) under, or modification in a default manner materially adverse to Buyer or its subsidiaries of any right or benefit under, or impair Buyer’s or any of its subsidiaries’ rights or alter the rights or obligations of any third party under, or give rise to others any right rights of termination, amendment, acceleration, repayment or acceleration repurchase, increased payments or cancellation under, or result in the creation of a Encumbrance on any material Permit of the properties or Material assets of Buyer or any of its subsidiaries pursuant to, any Contract, Law or Order to which Buyer or any of its subsidiaries or its or any of their respective properties are bound or affected, except in the case of (ii) or (iviii) create only, for any Lien (such conflicts, violations, breaches, defaults or other than occurrences that would not, individually or in the aggregate, have a Permitted Lien) on the Purchased Assets or any property or asset Material Adverse Effect. The execution and delivery of the Company. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the execution, delivery and performance this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do Bxxxx does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers Buyer will not, not require any consent, approval, exemption, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other PersonEntity.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation of the Transactions will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documentsExcept as set forth in Section 3.5(a) of the Company or any Asset SellerDisclosure Schedule, (ii) assuming that all consents, approvals, authorizations neither the execution and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) delivery of this Agreement nor the Company or by which it or consummation of any of its properties the Contemplated Transactions do, or assets are bound will, directly or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute indirectly (with or without notice or lapse of time or both), (i) contravene, violate or conflict with the Articles of Incorporation or By-Laws of the Company, the comparable organizational documents of any of its Subsidiaries or any resolution adopted by the board of directors or the shareholders of the Company or any of its Subsidiaries, (ii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or terminate or cancel or give rise to others any right rights of termination, amendmentacceleration or cancellation of (with or without notice or lapse of time or both), or acceleration result in the creation of a Lien, except for Permitted Liens, on any of the properties or assets of the Company or any of its Subsidiaries pursuant to, any of the terms, conditions or provisions of any material Permit or Company Material Contract, or (iviii) create violate any Lien (other than a Permitted Lien) on valid and enforceable judgment, ruling, order, writ, injunction, decree, Permit or Laws applicable to the Purchased Assets Company or any property of its Subsidiaries or asset by which any of their respective properties are bound or subject, except, in the case of clauses (ii) and (iii), for breaches, defaults or violations that would not prevent or delay consummation of the CompanyMerger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any material respect. (b) Except as set forth in Section 2.5(b) of The execution and delivery by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party this Agreement do not, and the performance of this Agreement and the consummation of the Contemplated Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, consent of or filing with or notification to, any domestic Governmental Entity, except (federali) for applicable requirements of the Exchange Act, state including the filing of the Proxy Statement (as defined in Section 5.1), (ii) the pre-merger notification requirements of the HSR Act and the expiration or localtermination of any applicable waiting period thereunder, and (iii) the filing of the Articles of Merger under the PBCL, except where such failure would not prevent or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissiondelay consummation of the Merger in any material respect, or otherwise prevent the Company from performing its obligations under this Agreement in any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personmaterial respect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by the Company of this Agreement and each of the Ancillary Agreements to which the Company and each Asset Seller of the Acquisition Documents do notwill be a party, and the consummation of the Transactions Transactions, do not and will not, : (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) documents of the Company or any Asset Seller, of its Subsidiaries; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties Subsidiaries or assets are bound by which any property or (B) asset of the Asset Sellers Company or the Purchased Assets, any of its Subsidiaries is bound; or (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(bexcept as set forth on Schedule 5.5(a)(iii) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withof the Company Disclosure Schedule, result in any breach of, constitute a breach of default (or constitute (an event that, with or without notice or lapse of time or both, would become a default) a default under, or require any consent of any Person pursuant to, give rise to others any right of termination, amendment, modification, acceleration or acceleration cancellation of, allow the imposition of any material Permit fees or Material Contractpenalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of the Company or any of its Subsidiaries under, or (iv) create result in the creation of any Lien (other than a Permitted Lien) Encumbrance on any property, asset or right of the Purchased Assets Company or any property of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or asset other Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties, assets or rights are bound, except, in the case of the foregoing clauses (ii) and (iii), for any such conflicts, breaches, defaults or other occurrences that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance by each the Company of this Agreement and the consummation by the Company of the Merger and the other Transactions do not and will not require any filing or registration with, notification to, or authorization, permit, consent or approval of, or other action by or in respect of, any Governmental Authority by the Company or any of its Subsidiaries other than (i) filing of the Certificate of Merger pursuant to Section 3.2(b), and (ii) such filings, notices, authorizations, approvals, orders, permits or consents as may be required by any applicable federal or state securities or “blue sky” Laws or national securities exchange regulations. (c) The affirmative vote of Stockholders holding a majority of the outstanding Company Shares (the “Company Stockholder Approval”), if required by the DGCL, are the only votes or approvals of the holders of any class or series of shares of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation of the Transactions by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) or any other Personof its Subsidiaries that may be necessary to approve the Merger.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do does not, and the consummation performance of this Agreement and the Transactions will transactions contemplated hereby by the Seller shall not, (i) conflict with or violate the certificate Seller Certificate or Seller Bylaws or the Certificates of incorporation Incorporation, charters or bylaws (or equivalent organizational documents) Bylaws of the Company or any Asset SellerSeller Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate any Law federal, state or Order local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") applicable to (A) the Company Seller or any Seller Subsidiary or by which it its or any of its their respective properties or assets are is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, or acceleration of any material Permit or Material Contractcancellation of, or (iv) create result in the creation of a lien or encumbrance on any Lien (other than a Permitted Lien) on of the Purchased Assets properties or assets of the Seller or any property Seller Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or asset other instrument or obligation to which the Seller or any Seller Subsidiary is a party or by which the Seller or any Seller Subsidiary or its or any of their respective properties is bound or affected, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that individually or in the aggregate, would not have or be reasonably likely to have a Material Adverse Effect with respect to the Seller. The Board of Directors of the CompanySeller has taken all actions necessary including approving the transactions contemplated herein. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will Seller shall not, require any consent, approval, authorization or permit of, or filing with or notification toto any governmental or regulatory authority, any domestic or foreign, except (federali) for applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities or localblue sky laws ("Blue Sky Laws"), the HOLA, and the filing of the appropriate Certificate of Merger or other documents as required by the DGCL and (ii) where the failure to obtain such consents, approvals, authorizations or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notification, tribunalwould not prevent or delay consummation of the Merger, or judicial or arbitral body (each, otherwise prevent the Seller from performing its obligations under this Agreement and would not have a “Governmental Authority”) or any other PersonMaterial Adverse Effect with respect to the Seller.

No Conflict; Required Filings and Consents. (a) The executionexecution and delivery of this Agreement, delivery the Stock Purchase Agreement, and performance the Registration Rights Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and neither the consummation performance of this Agreement, the Stock Purchase Agreement, and the Registration Rights Agreement by the Company nor the Merger or other transactions contemplated hereby or by the Stock Purchase Agreement or the Registration Rights Agreement (nor any change in control of the Transactions Company resulting therefrom), subject to obtaining Company Stockholder Approval, will not, (i) conflict with or violate the certificate Certificate of incorporation Incorporation or bylaws (or equivalent organizational documents) By-Laws of the Company or any Asset Sellerof its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with or violate in any Law material respect any law, rule, regulation, order, judgment, or Order decree applicable to (A) the Company or by which it or any of its Subsidiaries or by which any of their respective properties or assets are bound or affected (B) assuming compliance with the Asset Sellers or the Purchased Assetsrequirements set forth in clauses (i), (ii), (iii), (iv) assuming that all consentsand (v) of Section 3.5(b)), approvals, authorizations and other actions described in Section 2.5(bor (iii) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of termination, amendment, or acceleration of any material Permit or Material Contractacceleration, or (iv) create cancellation of, or give to others any Lien (other than rights pursuant to, or result in the creation of a Permitted Lien) lien or encumbrance on any of the Purchased Assets properties or assets of the Company or any property of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or asset other instrument or obligation to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries or any of their assets is bound or affected, except as set forth in Section 3.5(a) of the Disclosure Schedule and except for any such breaches, defaults, or other occurrences which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement, the Stock Purchase Agreement, and the Registration Rights Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of this Agreement, the Transactions Stock Purchase Agreement, and the Registration Rights Agreement by the Company and the Asset Sellers will not, require the Company or any of its Subsidiaries to obtain any consent, approval, authorization authorization, or permit of, or to make any filing with or notification to, any domestic (federal, state governmental or local) or foreign government or governmental, regulatory or administrative authority, agencydomestic or foreign, instrumentality or commissionexcept (i) for applicable requirements of Federal securities laws, Blue Sky Laws, and filing and recordation of the Certificate of Merger as required by Delaware Law, (ii) in connection with the Stock Purchase Agreement, a waiver by the NASDAQ Stock Market of a section of the By-Laws of the National Association of Securities Dealers, Inc., (iii) filings pursuant to the HSR Act, (iv) filings with respect to MediCare and Medicaid provider number licenses and other healthcare related licenses as set forth in Section 3.5(b) of the Disclosure Schedule, and (v) where failure to obtain such consents, approvals, authorizations, or any court, tribunalpermits, or judicial to make such filings or arbitral body (eachnotifications, would not prevent or materially delay consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, the Stock Purchase Agreement, or the Registration Rights Agreement and would not have a “Governmental Authority”) or any other PersonMaterial Adverse Effect on the Company.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance by each of this Agreement or any other Transaction Document (to which the Company and each Asset Seller of is or will be a party) by the Acquisition Documents do Company does not, and the consummation subject to receipt of the Transactions will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Company or any Asset Seller, (ii) assuming that all consents, approvals, authorizations or permits, filings, registrations and notifications, expiration or termination of waiting periods after filings and other actions described in contemplated by Section 2.5(b) have been obtained or taken 4.05(b), and assuming all filings and obligations described in Section 2.5(b) have been made or fulfilledother required filings, conflict with or violate any Law or Order applicable to (A) the Company or by which it or any of its properties or assets are bound or (B) the Asset Sellers or the Purchased Assets, (iii) assuming that all consentswaivers, approvals, authorizations consents, authorizations, registrations and other actions described notices disclosed in Section 2.5(b4.05(b) of the Company Disclosure Schedule have been made, obtained or taken and all filings and obligations described in Section 2.5(bgiven, the performance of this Agreement or any other Transaction Document (to which the Company is or will be a party) have been made or fulfilledby the Company, will not (i) conflict with, result in a breach or default of any provision of, or violate, the Company Organizational Documents or the organizational documents of any Company Subsidiary, (ii) conflict with or violate any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) result in any breach of or constitute a default (or an event which, with or without notice or lapse of time or both, would become a default) a default under, or give rise to others any right of consent, notice, termination, amendment, acceleration or acceleration cancellation of any material Permit or Material Contract, or (iv) create any Lien (other than pursuant to any Plan), or result in the creation of a Permitted Lien) material Lien on the Purchased Assets or any property or asset of the CompanyCompany or any Company Subsidiary pursuant to, any contract to which the Company or any Company Subsidiary is a party or by which their respective assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do does not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization authorization, registration or permit of, or filing with or notification to, or expiration or termination of any domestic (waiting period by, any U.S. federal, state state, county or local) local or foreign government or non-U.S. government, governmental, regulatory or administrative authority, agency, board, bureau, ministry, institute, instrumentality or commission, commission or any court, tribunal (including employment tribunal), or judicial or arbitral body (each, a “Governmental Authority”), except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended (the “Securities Act”), state securities or any other Person“blue sky” laws (“Blue Sky Laws”) and state takeover laws, and the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the DGCL, or (ii) where the failure to obtain such consents, approvals, authorizations, registrations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each Except as set forth in Section 2.5(a) of the Company Schedule, the execution and each Asset Seller delivery of the Acquisition Documents this Agreement by Company do not, and the consummation performance of the Transactions this Agreement by Company will not, (i) conflict with or violate the certificate of incorporation Company Charter Documents or bylaws (or the equivalent organizational documents) documents of the Company or any Asset Sellerof Company's subsidiaries, (ii) assuming that all consents, approvals, authorizations subject to obtaining the vote of Company's stockholders in favor of the adoption of this Agreement and other actions described to compliance with the requirements set forth in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledbelow, conflict with or violate any Law law, rule, regulation, order, judgment or Order decree applicable to (A) the Company or by which it or any of its subsidiaries or by which its or any of their respective properties or assets are is bound or (B) the Asset Sellers affected, or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a any breach of or constitute a default (or an event that with or without notice or lapse of time or bothboth would become a default) a default under, or materially impair Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party against or to Company under, or give rise to others any right rights of termination, amendment, acceleration or acceleration cancellation of, or result in the creation of an Encumbrance on any of the properties or assets of Company or any of its subsidiaries pursuant to, any material Permit or Material mortgage, Contract, permit, franchise or (iv) create any Lien (other than a Permitted Lien) on the Purchased Assets obligation to which Company or any property of its subsidiaries is a party or asset by which Company or any of its subsidiaries or its or any of their respective properties are bound or affected (a "Company Obligation"), except in the case of clause (ii) or clause (iii), to the extent such conflict, violation, breach, default, impairment or other effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will shall not, require Company to obtain or make, at or prior to the Effective Time, any consent, approval, authorization or permit of, or filing with or notification to, any domestic Governmental Entity, except (federali) pursuant to applicable requirements, if any, of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), state securities laws ("Blue Sky Laws"), the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") and of foreign Governmental Entities and the rules and regulations thereunder, the rules and regulations of Nasdaq, and the filing and recordation of the Certificate of Merger as required by Delaware Law, and (ii) where the failure to obtain such consents, approvals, authorizations or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commissionpermits, or any courtto make such filings or notifications, tribunalwould not, individually or in the aggregate, (A) reasonably be expected to have a Material Adverse Effect on Company or, after the Effective Time, Parent, or judicial (B) prevent consummation of the Merger or arbitral body (each, a “Governmental Authority”) or any other Personotherwise prevent Company from performing its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution, execution and delivery and performance of this Agreement by each of the Company and each Asset Seller of the Acquisition Documents do not, and the consummation performance of this Agreement by the Transactions Company will not, (i) conflict with or violate the certificate of incorporation or bylaws (or equivalent organizational documents) any provision of the Company Articles, the Company Bylaws, any equivalent organizational documents of any Company Subsidiary or any Asset Sellerthe Governance Agreement (assuming the Company Shareholder Approval is obtained), (ii) assuming that all consents, approvals, authorizations and other actions permits described in Section 2.5(b3.5(b) have been obtained or taken and all filings and obligations notifications described in Section 2.5(b3.5(b) have been made and any waiting periods thereunder have terminated or fulfilledexpired, conflict with or violate any Law or Order applicable to (A) the Company or any Company Subsidiary or by which it any property or asset of the Company or any of its properties or assets are Company Subsidiary is bound or (B) the Asset Sellers affected or the Purchased Assets, (iii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained require any consent or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict withapproval under, result in a any breach of, any loss of any benefit under or constitute a change of control or default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right of termination, vesting, amendment, acceleration or acceleration of any material Permit or Material Contractcancellation of, or (iv) create any Lien (result in the creation of a lien or other than a Permitted Lien) encumbrance on the Purchased Assets or any property or asset of the Company or any Company Subsidiary pursuant to, any Contract, Company Permit or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to (x) have a Company Material Adverse Effect or (y) prevent or materially delay the performance under this Agreement by the Company. (b) Except as set forth in Section 2.5(b) The execution and delivery of this Agreement by the Company Disclosure Schedule, the execution, delivery and performance by each of the Company and each Asset Seller of the Acquisition Documents to which it is a party do not, and the consummation performance of the Transactions this Agreement by the Company and the Asset Sellers will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body (each, a “Governmental Authority”) Entity or any other Personperson, except (i) under the Exchange Act, the Securities Act, any applicable Blue Sky Law, the rules and regulations of Nasdaq, the HSR Act, foreign or supranational antitrust and competition Laws and the filing and recordation of the Articles of Merger as required by the WBCA and (ii) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications to a person other than a Governmental Entity, would not, individually or in the aggregate, reasonably be expected to (x) have a Company Material Adverse Effect or (y) prevent or materially delay the performance of this Agreement by the Company.

No Conflict; Required Filings and Consents. (a) The execution, delivery and performance by each Italy of the Company and each Asset Seller of the Acquisition Documents do not, this Agreement and the consummation by Italy of the Transactions transactions contemplated hereby do not and will not, subject to receipt of the Approvals referred to in Section 2.4(b) below, (i) contravene, conflict with or violate result in a violation or breach of any provision of the certificate of incorporation Italy Charter Documents or bylaws (or the equivalent organizational documents) documents of the Company or any Asset Sellerof Italy’s material Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilledcontravene, conflict with or violate result in a violation or breach of any provisions of any Law or Order applicable to (A) the Company or by which it Italy or any of its Subsidiaries or by which its or any of their respective properties or assets are is bound or (B) the Asset Sellers or the Purchased Assetsaffected, (iii) assuming that all consentsrequire any consent or other action by any Person under, approvalsconstitute a default (or an event that, authorizations and other actions described in Section 2.5(b) have been obtained or taken and all filings and obligations described in Section 2.5(b) have been made or fulfilled, conflict with, result in a breach of or constitute (with or without notice or lapse of time or both, would constitute a default) a default under, or give rise to any right of cause or permit the termination, amendment, acceleration, triggering or acceleration cancellation or other change of any material right or obligation or the loss of any benefit to which Italy or any of its Subsidiaries is entitled under (A) any provision of any Contract or other instrument binding upon Italy or any of its Subsidiaries or (B) any Permit held by, or Material Contractaffecting, or relating in any way to, the assets or business of, Italy or any of its Subsidiaries, or (iv) create result in the creation or imposition of any Lien (on any asset of Italy or any of its Subsidiaries, other than such exceptions in the case of clause (ii), (iii) or (iv) as would not, individually or in the aggregate, reasonably be expected to have a Permitted Lien) Material Adverse Effect on the Purchased Assets or any property or asset of the CompanyItaly. (b) Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, the The execution, delivery and performance by each Italy of this Agreement and the consummation by Italy of the Company and each Asset Seller of the Acquisition Documents to which it is a party transactions contemplated hereby do not, and the consummation of the Transactions by the Company and the Asset Sellers will shall not, require any consentApproval, approval, authorization action by or permit in respect of, or filing with or notification to, any domestic Governmental Entity, to be made or obtained by Italy or its Subsidiaries, except for (federalA) such filings, state authorizations, decisions or localorders as may be required by the rules and regulations of the TSX, (B) the listing of the Common Shares issuable upon conversion or foreign government or governmentalmaturity of the Notes on the NYSE, regulatory or administrative authority, agency, instrumentality or commission, or any court, tribunal, or judicial or arbitral body and (each, a “Governmental Authority”C) or any other PersonApprovals or Permits, which, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Italy.