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

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement the Transaction Documents by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions its obligations thereunder, will not, (i) result in a breach of or conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (other constating documents or similar by-laws or any equivalent organizational documents) , each as amended to date, of the Company or any Company Subsidiary, (ii) assuming that all consentsresult in a breach of, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made constitute a default under, violate or taken, conflict with any material term or violate provision of any statuteorder of any court, law, ordinance, regulation, rule, code, executive order, judgment, decree Governmental Authority or other order ("Law") 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 or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any notepayment under, bondany Material Contract (as defined in Section 3.11) or Company Permit or, mortgageexcept as set forth in Section 3.04(a) of the Company Disclosure Schedule, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which require the Company or any Subsidiary Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which the Company or a Subsidiary it or any property or asset of the Company or any Company Subsidiary is bound bound, to obtain the consent or affectedapproval of, exceptor provide notice to, with respect any other party to clauses such agreement, contract, arrangement or understanding; or (iiiv) and (iii), for give rise to any such conflicts, violations, breaches, defaults or other occurrences which would Liability not reasonably be expected to have a disclosed in Section 3.04(a) of the Company Material Adverse EffectDisclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Schedule 4.05(a) of the Company Disclosure Schedule, the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (bylaws or similar any equivalent organizational documents) documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, binding guidance, judgment, decree or other order order, in each case, of any Governmental Authority or self-regulatory body ("Law"“Law(s)”) applicable to the Company or any Subsidiary or Company Subsidiary, by which any property or asset of the Company or any Company Subsidiary is bound or affectedaffected or which the Company or any Company Subsidiary has agreed to comply with, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Material Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would do not reasonably be expected to have constitute a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the transactions contemplated hereby by the Company and the consummation by the Company of the Transactions will shall not, (i) conflict with or violate the Certificate Company Articles or Company By-Laws or the Articles of Incorporation or Bylaws (or similar organizational documents) By-Laws of the any Company or any Subsidiary, (ii) assuming that all consents, the consents and approvals and other authorizations described referred to in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenthis Agreement are duly obtained, conflict with or violate any domestic (federal, state or local) or foreign law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgmentjudgment or decree (collectively, decree or other order ("LawLaws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) assuming that the consents and approvals referred to in this Agreement are duly obtained, result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require the giving of notice to, or the consent or result in a material loss of a material benefit of, any third party under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a any Company Subsidiary or any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, except, with respect to clauses (ii) and except in the case of clause (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences which that would not reasonably not, individually or in the aggregate, be expected to have an Adverse Change in the Company and the Company Subsidiaries taken as a Company Material Adverse Effectwhole.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company and the consummation by the Company of the Transactions will not, (i) assuming receipt of the Company Stockholder Approval, conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) any provision of the Company Charter or Company Bylaws or any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations permits described in Section 3.05(b4.5(b) have been obtained and that obtained, all filings and other actions notifications described in Section 3.05(b4.5(b) have been made and any waiting periods thereunder have terminated or takenexpired, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") 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 affectedbound, or (iii) require any consent or approval under, result in any breach of or violation 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, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture, contract (written or oral)Contract, agreementground lease, leaseReal Property Lease, license, permit, franchise permit or other legally binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedparty, except, with respect as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which which, individually or in the aggregate, have 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, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company Company, 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 certificate of Incorporation incorporation or Bylaws by-laws of the Company, (or similar organizational documentsii) except as set forth on Section 3.4(a) of the Company or any Subsidiary, (ii) Disclosure Schedule and assuming that all consents, approvals and other authorizations described compliance with the matters set forth in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken3.4(b), conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result other alteration in the creation of rights under, (A) any Material Contract (other than any Material Contract that is (x) not a Lien on any property Government Contract and (y) terminable without liability by either party thereto upon 90 days or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract"less notice) to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of their respective properties, assets or rights are bound or (B) any Permit applicable to the Company or a Subsidiary any 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 property of its Subsidiaries or asset (iv) result in the creation of any Lien upon any of the properties, assets or rights of the Company or any Subsidiary is bound of its Subsidiaries (other than any such Lien created as a result of any action taken by Parent or affectedMerger Sub), except, with respect to in the case of clauses (ii), (iii) and (iii)iv) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, alteration, Lien or other occurrences which occurrence that would not reasonably be expected to have not, individually or in the aggregate, constitute a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and (including but not limited to the consummation by the Company of the Transactions Merger) will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) resolution of the Board of Directors or Company Stockholders or any Subsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or takencomplied with, conflict with or violate in any material respect any foreign or domestic (Federal, state, foreign, local or municipal) law, statute, law, ordinance, regulationconstitution, principle of common law, resolution, franchise, permit, concession, license, writ, decree code, edict, decree, rule, coderegulation, executive orderruling or requirement issued, judgmentenacted, decree adopted, promulgated, implemented or other order otherwise put into effect by or under the authority of any Governmental Entity and any orders, writs, injunctions, awards, judgments and decrees applicable to the Company or any Subsidiary, as the case may be, or to any of their respective assets, properties or businesses ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent consent, approval or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party (including but not limited to any Company Contract) or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement the Company Transaction Documents by the Company do not, not and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, : (ia) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) Organizational Documents of the Company or any Subsidiary, ; (iib) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company its or any Subsidiary is of their respective properties are bound or affected; (c) require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity (other than any filing required under Section 13(a) or (iiid), 14, 15(d) or 16(a) of the Exchange Act); (d) require the approval of the Company's stockholders under applicable state or federal law or the rules and regulations applicable to companies listed on the New York Stock Exchange ("NYSE"); (e) assuming that no member of the Investor Group is part of a "group," as such term is defined under the Exchange Act, with any person who is not a member of the Investor Group, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, would both could become a default) under, require consent or result in a material the loss by the Company or any Subsidiary of a material benefit under, or give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property of the properties or asset assets of the Company or any Subsidiary pursuant to, any noteContract, bondPermit, mortgageEmployment, indenture, contract (written Consulting or oral), agreement, lease, license, permit, franchise Severance Agreement or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a any Subsidiary or any property of their respective properties are bound or asset affected; or (f) assuming that no member of the Investor Group is part of a "group," as such term is defined under the Exchange Act, with any person who is not a member of the Investor Group, give rise to any obligation on the part of the Company or any Subsidiary is bound to pay or affected, except, with respect to provide any Severance Payment; other than (i) in the case of clauses (iib) and (iii), e) for any such conflicts, violations, breaches, defaults or other occurrences defaults, rights, losses and Liens as would not have a Material Adverse Effect and (ii) in the case of clause (c), such consents, approvals, authorizations, permits, actions, filings and notifications, the absence of which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and of its obligations under this Agreement or the consummation by the Company of the Transactions will not, : (i) conflict with or violate the Certificate Company Charter Documents or the equivalent organizational documents of Incorporation or Bylaws (or similar organizational documents) any of the Company or any Subsidiary, Company's Subsidiaries; (ii) assuming that all consents, approvals and other authorizations described subject to compliance with the requirements set forth in Section 3.05(b2.5(b) have been obtained and that all filings and other actions described in obtaining the Section 3.05(b) have been made or taken350 Vote, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Legal Requirement applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, ; or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss materially impair the Company's or any of a material benefit its Subsidiaries' rights or alter the rights or obligations of any third party under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, renegotiation, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract Contract (written or oralas defined in Section 8.7(c), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property or asset of the Company or any Subsidiary is their respective properties are bound or affected, except, with respect to except in the case of clauses (ii) and (iii), for any such conflicts, violations, breachesdefaults, defaults impairments, rights, losses or other occurrences which Liens that, individually or in the aggregate with similar conflicts, violations, defaults, impairments, rights, losses or Liens, would not reasonably be expected to have (x) be material to the Company and its Subsidiaries taken as a whole, (y) impair in any material respect the ability of the Company Material Adverse Effectto perform its obligations under this Agreement or (z) prevent or materially delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("LawLAW") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "ContractCONTRACT") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) any provision of the Company Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.5(b) have been made or takenobtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, lawcode, ordinance, rule, regulation, rule, code, executive order, judgment, writ, stipulation, award, injunction or decree or other order ("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, affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach or violation of, any loss of any benefit under or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendmenttermination or amendment of, acceleration or cancellation ofof any obligation or benefit under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise Company Permit (as defined in Section 3.6) or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedobligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to neither, individually or in the aggregate, (A) have a Company Material Adverse EffectEffect nor (B) prevent or materially delay the performance of this Agreement by the Company.

No Conflict; Required Filings and Consents. (a) a. The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company Company, including the consummation of the Merger and the consummation by the Company of the Transactions other Transactions, will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) Governing Documents of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States federal or state, local or foreign statute, law, writ, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) (A) require the Company or any Subsidiary to give notice to, or obtain any consent from, any person under, (B) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, (C) give to others any right of termination, amendment, acceleration amendment or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, permit or franchise or other binding commitment, similar instrument or obligation (eachiv) result (or, a "Contract"with the giving of notice, the passage of time or otherwise, would result) to which in the Company creation or imposition of any Subsidiary is a party Lien or by which the Company or a Subsidiary or other encumbrance on any property or asset of the Company or any Subsidiary is bound or affectedof its Subsidiaries, except, with respect to clauses “(ii) and )”, “(iii)” and “(iv)”, for any such filings, notices, permits, authorizations, consents, approvals, conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) Organizational Documents of the Company or any Subsidiary, ; (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate in any material respect any United States (federal, state or local) or foreign law, statute, law, ordinancerule, regulation, rule, code, executive order, judgment, writ, injunction or decree or other order (collectively, "LawLaws") applicable to the Company or any Subsidiary or by which any material property or asset of the Company or any Subsidiary is bound or affected, ; or (iii) except as set forth on Schedule 3.05(a) of the Company Disclosure Schedule, require a consent under, violate, conflict with, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any material promissory note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a any Subsidiary or any property or asset of the Company or any Subsidiary is otherwise bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby will not, not (i) conflict with or violate the Certificate of Incorporation charter or Bylaws (bylaws, in each case as amended or similar organizational documents) restated, of the Company or any Subsidiaryof its subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any federal, state, foreign or local law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgment, injunction or decree or other order (collectively, "LawLaws") applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company or any Subsidiary their assets is bound or affected, subject or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on any property or asset of the assets of the Company or any Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its subsidiaries is a party or by or to which the Company or a Subsidiary any of its subsidiaries or any property or asset of the Company or any Subsidiary their assets is bound or affectedsubject, except, with respect to clauses (ii) and (iii)) above, for any (A) such conflicts, violations, breaches, defaults defaults, terminations, amendments, accelerations, cancellations, payments, or other occurrences which Liens as would not reasonably be expected to have a Company Material Adverse EffectEffect or (B) as set forth in the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Employment Agreement by the Company do not, not and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) By-Laws of the Company or any SubsidiaryCompany, (ii) conflict with or violate the certificate of incorporation, by-laws or comparable constituent documents of the subsidiaries of the Company, (iii) assuming that all consents, approvals approvals, authorizations, declarations and other authorizations permits contemplated by clauses (i) through (vii) of subsection (b) below have been obtained, and all filings described in Section 3.05(b) such clauses have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenmade, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Subsidiary is bound or affectedof their respective properties are bound, or (iiiiv) result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material the loss of a material benefit under, or give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise license or other binding commitment, instrument or obligation (each, a "ContractContracts") to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or its or any property or asset of the Company or any Subsidiary is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii), (iii) and (iii)iv) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences which occurrence that, individually or in the aggregate, would not, and would not reasonably be expected to to, (x) have a Company Material Adverse EffectEffect or (y) prevent, materially delay or materially impede the Company's ability to consummate the Merger or the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) By-Laws of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any federal, state, foreign or local law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgmentjudgment or decree, decree or other order including, such as protect human health (collectively, as used in this Section 4.05, Section 4.07 and Section 5.05, "LawLAWS") ), applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary their respective properties is bound or affectedsubject to, or (iii) except as set forth in Section 4.05 of the Company Disclosure Schedule, result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien on lien or encumbrance on, any property of the properties or asset assets of the Company or any Subsidiary pursuant to, to any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary their respective properties is bound or affectedsubject to, except, with respect to clauses (ii) and (iii), except for any such conflictsbreach, violationsdefault, breachesevent, defaults right of termination, amendment, acceleration or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.cancellation, payment obligation 8

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will shall not, (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (by-laws or similar any equivalent organizational documents) documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenobtained and all filings and notifications described in Section 3.05(b) have been made, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“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 or violation of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract contract, agreement (written oral or oralwritten), agreement, lease, license, permit, franchise or other binding commitment, instrument (“Contract”) or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a any Company Subsidiary or any property of their properties or asset of the Company or any Subsidiary assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences described in such clauses which would not reasonably be expected expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Company do not, not and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (i) contravene, conflict with or violate result in any violation or breach of the Certificate of Incorporation or Bylaws (or similar organizational documents) By-Laws of the Company or any SubsidiaryCompany, (ii) assuming that all consents, approvals and other authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in Section 3.05(b) such clauses have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenmade, conflict with or violate any statute, applicable law, ordinancerule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Subsidiary is of their respective properties are bound or affected, or (iii) require any consent or other action by any person under, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material the loss or change of a material benefit or right under, or give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise franchise, approval or similar authorization or other binding commitment, instrument or obligation (each, a "“Contract"”) to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or its or any property or asset of the Company or any Subsidiary is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence which would not 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 and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions its obligations hereunder will not, : (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, Company’s Governing Documents; (ii) assuming that all consentsconflict with, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with breach or violate any federal, state, foreign or local law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgmentjudgment or decree (collectively, decree or other order ("Law"“Laws”) in effect as of the date of this Agreement and applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, Company; or (iii) result in any breach or violation of or of, constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary of its properties or assets is bound or affectedother than violations, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations, creations of liens, or other occurrences which incumbency that would not reasonably be expected to not, in the aggregate, have a Company Material Adverse Effect.Effect except to the extent that stockholder approval may be required as a result of the Authorized Stock Proviso, in which event, the Company will seek stockholder approval to an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Section 4.5. SECURITIES PURCHASE AGREEMENT

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b3.05(a) have been obtained and that all filings and other actions described in Section 3.05(b3.05(a) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a any right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "“Contract"”) to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) Organizational Documents of the Company or any Subsidiaryof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statuteUnited States (federal, state or local), Canadian (federal, provincial or local) or foreign law, ordinancerule, regulation, rule, code, executive order, judgment, decree or other order common law ("Law"collectively, “Laws”) applicable to the Company or any Subsidiary of its Subsidiaries or by which any property of its properties or asset of the Company or any Subsidiary assets is bound or affected, except for such conflicts or violations that, individually or in the aggregate, would not have a Company Material Adverse Effect or (iii) result in any a violation or breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary Company, any of its Subsidiaries or any property of their respective properties or asset of the Company or any Subsidiary assets is bound or affected, except, with respect to clauses (ii) except as disclosed in Section 2.06 of the Disclosure Schedule and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect or will not prevent or delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and nor the consummation by the Company of the Transactions transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will not, (i) conflict with or violate any provision of (A) the Company’s Certificate of Incorporation or Bylaws or (B) the certificate of incorporation or bylaws (or similar equivalent organizational documents) of any Subsidiary of the Company or any Subsidiary(assuming, in each case, with respect to the consummation of the Merger that the Company Stockholder Approval is obtained), (ii) assuming that all consentsthe Consents, approvals registrations, declarations, filings and other authorizations described notices referenced in Section 3.05(b3.5(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenmade, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, affected or (iii) violate, conflict with or result in any breach of any provision of, or violation loss of any benefit, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result in filing with any third Person pursuant to any of the creation terms or provisions of any material Contract to which the Company or any of its Subsidiaries is a Lien on party (other than a Benefit Plan) or by which any property or asset of the Company or any Subsidiary pursuant toof its Subsidiaries is bound, or result in the creation of a Lien, other than any notePermitted Lien, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which upon any of the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset assets of the Company or any Subsidiary is bound or affectedof its Subsidiaries, exceptother than, with respect to clauses in the case of clauses, (i)(B), (ii) and (iii), for any such conflictsthat has not had, violations, breaches, defaults or other occurrences which and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or the organizational documents of any Subsidiaryof its Significant Subsidiaries, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or takencomplied with, conflict with or violate any foreign or domestic (Federal, state or local) law, statute, law, ordinance, regulationfranchise, permit, concession, license, writ, rule, coderegulation, executive order, judgmentinjunction, judgment or decree or other order ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, or (iii) conflict with, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent consent, approval or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedbound, except, with respect to clauses except in the case of each of clause (ii) and (iii), for any such those violations, conflicts, violations, breaches, breaches or defaults or other occurrences which would not reasonably be expected to have result in a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Company do not, and the or performance of this Agreement by the Company and or the consummation by the Company of the Transactions will not, will: (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) any provision of the Company Charter or Company By-laws or any equivalent organizational or governing documents of any Company Subsidiary, ; (ii) assuming that the Company Stockholder Approval and all consents, approvals and other authorizations described in Section 3.05(b3.04(b) have been obtained and that all filings and other actions notifications described in Section 3.05(b3.04(b) have been made and any waiting periods thereunder have terminated or takenexpired, contravene, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Law applicable to the Company or any Company Subsidiary or by which any property of their respective properties or asset of the Company or any Subsidiary is bound or affected, or assets; (iii) require any consent or approval under, violate, conflict with, result in any breach of or violation any loss of any benefit under, or constitute a default under (with or an event which, with without notice or lapse of time time, or both), would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right termination or obligation to purchase or sell assets or securities under, give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on (other than a Permitted Lien) upon any property of the respective properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") Company Material Contract to which the Company or any Company Subsidiary is a party (or by which the Company any of their respective properties or a Subsidiary assets are bound) or any property or asset of the Company or any Subsidiary is bound or affectedPermit, except, with respect to clauses (ii) and clause (iii), for as contemplated by Section 2.03; and (iv) contravene, conflict with or result in a violation of any such conflictsof the terms or requirements of, violationsor give any Governmental Entity the right to revoke, breacheswithdraw, defaults suspend, cancel, terminate or other occurrences which would not reasonably be expected modify, any Governmental Authorization that is held by the Company or any Company Subsidiary or that otherwise relates to have a the business of the Company Material Adverse Effector any Company Subsidiary or to any of the assets owned or used by the Company or any Company Subsidiary.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws By-Laws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) (other than clause (vi) thereof) have been obtained and that all filings and other actions described in Section 3.05(b) (other than clause (vi) thereof) have been made or taken, conflict with or violate any federal, state, local or foreign law, statute, ordinance or common law, ordinanceor any rule, regulation, rule, code, executive orderstandard, judgment, order, writ, injunction or decree or other order of any Governmental Authority ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation ofof or other right under, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)Contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Section 3.05(a) of the Disclosure Schedule, the execution and delivery of this Agreement by the Company do notAgreement, and the performance of this Agreement Agreement, by the Company Company, and the consummation by the Company of the Transactions will Merger, shall not, (i) conflict with or violate the Certificate of Incorporation Incorporation, Bylaws or Bylaws any resolution, currently in effect, adopted by the Board (or similar organizational documents) of the Company or any Subsidiarycommittee thereof), (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States or non-United States national, state, provincial, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any Subsidiary its Subsidiaries or by which any property or asset of the Company or any Subsidiary its Subsidiaries is bound or affected, or (iii) result in any breach or violation of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any material property or asset of the Company or any Subsidiary its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Material Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Company do notand NewCo does not and, subject to receipt of the Company Required Approval and the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 3.05(a), Section 3.05(b) and Section 3.05(c), the performance of this Agreement the Transactions by the Company and the consummation by the Company of the Transactions NewCo will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (bylaws or similar any equivalent organizational documents) documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings approvals, authorizations, expiration or termination of waiting periods and other actions described in Section 3.05(b) have been made or takenobtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") 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 or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, licenseContract, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company any asset or a Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except, with respect to clauses (iia)(ii) and (iii), a)(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.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Section 3.05(a) of the Disclosure Schedule, the Gastrodiagnostic Business Distribution, the Second Spin and Distribution, and the Company Reorganization did not, and the execution and delivery of this Agreement by the Company do notAgreement, and the performance of this Agreement Agreement, by the Company Company, and the consummation by the Company of the Transactions will Merger, shall not, (i) conflict with or violate the Certificate of Incorporation Incorporation, Bylaws or Bylaws (or similar organizational documents) any resolution, currently in effect, adopted by the Board of the Company (or any Subsidiarycommittee thereof) or the Company Stockholder, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States or non-United States national, state, provincial, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any material property or asset of the Company or any Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any material property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby do not and will not, : (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws the bylaws (or similar organizational documents) of the Company or any Subsidiary, of its subsidiaries; (ii) conflict with or violate any laws, statutes, rules, regulations, ordinances or Orders (as defined in Section 3.07) (collectively, “Laws”) applicable to the Company or any of its subsidiaries or by which its or any of their respective properties are bound or affected (assuming that all consents, approvals and other authorizations described in Section 3.05(bcontemplated by clauses (i), (ii) and (iii) of subsection (b) below have been obtained and that all filings and other actions described in Section 3.05(b) such clauses have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, made); or (iii) result in any breach or violation of or of, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material the loss of a material benefit under, give rise to any increased payment or any penalty or premium under, give rise to a right to permit or obligation to require the purchase or sell sale of assets or securities under, give rise to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property of the properties or asset assets of the Company or any Subsidiary of its subsidiaries (in each case, with or without notice or lapse of time or both) pursuant to, any contract (written or oral), obligation, plan, undertaking, arrangement, commitment, note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation Approval (eachas defined in Section 3.04(b)) (collectively, a "Contract"“Contracts”) to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or its or any property or asset of the Company or any Subsidiary is their respective properties are bound or affected, except, with respect to except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would that, individually or in the aggregate, do not have and could not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (By-laws or similar equivalent organizational documents) documents of the Company or any Subsidiary, as applicable, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statutedomestic (federal, lawstate or local) or foreign Law, ordinancerule, regulation, rule, code, executive order, judgmentjudgment or decree (collectively, decree or other order ("LawLaws") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, except for such conflicts or violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect, or (iii) result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a any Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (iiexcept as disclosed in Section 3.05(a) of the Company Disclosure and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect and win not prevent or delay the consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by and the other Transaction Documents to which the Company is or will at the Closing be a party do not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and the Minnesota Statutes and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Schedule 4.05(a) of the Company Disclosure Schedule, the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (bylaws or similar any equivalent organizational documents) documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, binding guidance, judgment, decree decree, award or other order order, in each case, of any Governmental Authority or self-regulatory body ("Law"“Law(s)”) applicable to the Company or any Subsidiary or Company Subsidiary, by which any property or asset of the Company or any Company Subsidiary is bound or affectedaffected or which the Company or any Company Subsidiary has agreed to comply with, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Material Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would do not reasonably be expected to have constitute a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the Cayman Act 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 Disclosure Schedule, including the Written Consent, being made, obtained or given, the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate of Incorporation Company Memorandum and Articles or Bylaws (or similar any equivalent organizational documents) documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“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 or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Material Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, 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.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do notsuch Seller, and the performance of this Agreement by the Company and nor the consummation by the Company such Seller of the Transactions will nottransactions to which it is a party that are contemplated by this Agreement will, (i) if such Seller is a corporation, limited liability company, limited partnership or trust, conflict with with, or violate the Certificate of Incorporation result in any violation or Bylaws (or similar organizational documents) breach of, any provision of the Company certificate or any Subsidiaryarticles of incorporation, bylaws, limited liability or operating agreement , partnership agreement or trust agreement of such Seller, (ii) assuming that all consentsresult in any violation or breach of, approvals and or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, trust agreement, mortgage, indenture, lease, contract or other authorizations described in Section 3.05(bagreement, instrument or obligation to which such Seller is a party or by which such Seller or any of its properties or assets may be bound, or (iii) have been obtained and that all subject to the governmental filings and other actions described matters referred to in Section 3.05(b) have been made or taken4.03(b), conflict with or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, regulation, rule, code, executive order, judgment, decree rule or other order ("Law") regulation applicable to the Company such Seller or any Subsidiary of its properties or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result assets; except in the creation case of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), ) for any such conflictsconflict, violationsviolation, breachesbreach, defaults default or other occurrences which matter which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effectprevent such Seller from performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) Organizational Documents of the Company or any Subsidiaryof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order ("“Law"”) applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, affected or (iii) except as set forth on Section 3.05(a)(iii) of the Company Disclosure Letter, result in any breach or violation of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material the loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any property or asset of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "“Contract"”) to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, except, except with respect to clauses (ii) and (iii), ) above for any such those conflicts, violations, breaches, defaults defaults, losses, rights or other occurrences that, or for which the failure to obtain such consents, would not not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. As of the date hereof, the Company has not been advised of any reason why the consents required under the contracts set forth on Section 3.05(a)(iii) of the Company Disclosure Letter could not be obtained prior to the Closing.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 3.05(b) are obtained or made and except as disclosed in Section 3.05(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation by the Company of its obligations hereunder, including consummation of the Transactions transactions contemplated hereby, will not, not (i) conflict with or violate the Certificate Articles of Incorporation or Bylaws (Bylaws, or similar the equivalent organizational documents) , in each case as amended or restated, of the Company or any Subsidiaryof its subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any federal, state, foreign or local law, statute, law, ordinance, regulationrule or regulation (collectively, rule, code, executive order, "Laws") or any judgment, order or decree or other order ("Law") applicable to the Company or any Subsidiary of its subsidiaries or by or to which any property or asset of the Company or any Subsidiary their respective properties is bound or affected, subject or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Subsidiary of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its subsidiaries is a party or by or to which the Company or a Subsidiary any of its subsidiaries or any property or asset of the Company or any Subsidiary their respective properties is bound or affectedsubject, except, with respect to clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults defaults, events, rights of termination, amendment, acceleration or other occurrences which would cancellation, payment obligations or liens or encumbrances that could not reasonably be expected to have result in a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company of this Agreement, the Option Agreement or any instrument required by this Agreement to be executed and delivered by the Company or any of its Subsidiaries at the Closing do not, and the performance of this Agreement, the Option Agreement or any instrument required by this Agreement to be executed and delivered by the Company and or any of its Subsidiaries at the consummation by the Company of the Transactions will Closing, shall not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar equivalent organizational documents) documents of the Company or any Subsidiaryof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree Law or other order ("Law") Order in each case applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties or assets is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss impair the Company's or any of a material benefit its Subsidiaries' rights or alter the rights or obligations of any third party under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration acceleration, additional liabilities or fees or cancellation of, or result in the creation of a Lien on any property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, licenseContract, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties or asset of the Company or any Subsidiary assets is bound or affected, except, with respect to clauses except (A) as set forth in Section 2.6(a) of the Company Disclosure Schedule or (B) in the case of clause (ii) and or (iii)) above, for any such conflicts, breaches, violations, breaches, defaults or other occurrences which would not that could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do notnor the issuance of the Notes and other Transaction Documents, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, its obligations hereunder and thereunder will: (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company Company’s or any Subsidiary, ’s Governing Instruments; (ii) assuming that all consentsconflict with, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with breach or violate any federal, state, foreign or local law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgmentjudgment or decree (collectively, decree or other order ("Law"“Laws”) in effect as of the date of this Agreement and applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, Subsidiary; or (iii) result in any breach or violation of or of, constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a any Subsidiary or any property of their respective properties or asset of the Company or any Subsidiary assets is bound or affectedbound, exceptother than such violations, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences which creations of liens that would not reasonably be expected to not, in the aggregate, have a Company Material Adverse EffectEffect except to the extent that stockholder approval may be required as a result of the Authorized Stock Proviso, in which event, the Company will seek stockholder approval to an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Section 4.5. Neither the execution of this Agreement nor the consummation of the terms contemplated by this Agreement will impair Greenpower’s rights under the PRC Agreements.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) (assuming the stockholder approval set forth in Section 3.04 is obtained) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) any provision of the Company Company's Certificate or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenobtained and all filings and obligations described in Section 3.05(b) have been made, conflict with or violate any foreign or domestic law, statute, lawcode, ordinance, rule, regulation, rule, code, executive order, judgment, writ, stipulation, award, injunction or decree or other order ("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, affected or (iii) except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach or violation of, any loss of any benefit under or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise Company Permit (as defined in Section 3.06) or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedobligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to neither, individually or in the aggregate, (A) have a Company Material Adverse EffectEffect nor (B) prevent or materially delay the performance of this Agreement by the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the approvals required under the Scheme of Arrangement and of the consents, approvals, authorizations or permits, filings, registrations and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 5.05(b), and assuming all other required filings, waivers, approvals, consents, authorizations, registrations and notices disclosed in Section 5.05(b) of the Company Disclosure Schedule have been made, obtained or given, the performance of this Agreement by the Company and the consummation by the Company of the Transactions Company, will not, not (i) conflict with or violate the Certificate Company Organizational Documents or the organizational documents of Incorporation or Bylaws (or similar organizational documents) of the any Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") 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 or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of consent, notice, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedtheir respective assets are bound, except, with respect to clauses (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences occurrences, which would not reasonably be expected material to have the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and nor the consummation by the Company of the Transactions transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will not, (i) conflict with or violate any provision of (x) the Company’ s Certificate of Incorporation or Bylaws or (y) the certificate of incorporation or bylaws (or similar equivalent organizational documents) of any Subsidiary of the Company or any Subsidiary(assuming, in each case, with respect to the consummation of the Merger that the Company Stockholder Approval is obtained), (ii) assuming that all consentsthe Consents, approvals registrations, declarations, filings and other authorizations described notices referenced in Section 3.05(b3.5(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenmade, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, affected or (iii) violate, conflict with or result in any breach of any provision of, or violation loss of any benefit, or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result in filing with any third Person pursuant to any of the creation terms or provisions of any Contract to which the Company or any of its Subsidiaries is a Lien on party (other than a Benefit Plan) or by which any property or asset of the Company or any Subsidiary pursuant toof its Subsidiaries is bound, or result in the creation of a Lien, other than any notePermitted Lien, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which upon any of the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset assets of the Company or any Subsidiary is bound or affectedof its Subsidiaries, exceptother than, with respect to in the case of clauses (ii) and (iii), for any such conflictsthat has not had, violations, breaches, defaults or other occurrences which and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or takencomplied with, conflict with or violate in any material respect any foreign or domestic (Federal, state, foreign local or municipal law), statute, law, ordinance, regulationconstitution, principle of common law, resolution, franchise, permit, concession, license, writ, decree code, edict, decree, rule, coderegulation, executive orderruling or requirement issued, judgmentenacted, decree adopted, promulgated, implemented or other order otherwise put into effect by or under the authority of any Governmental Entity and any orders, writs, injunctions, awards, judgments and decrees applicable to the Company or any Subsidiary, as the case may be, or to any of their respective assets, properties or businesses ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) materially conflict with, result in any material breach or violation of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a material default) under, require consent consent, approval or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger will not, not (i) contravene, conflict with with, violate or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) result in a breach of the Company certificate of incorporation or any Subsidiarybylaws of the Company, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, contravene, conflict with or violate any U.S. federal, state or local or foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary Company Subsidiary, except for such contraventions, conflicts or by which any property violations that would not, individually or asset of in the aggregate, have a Company or any Subsidiary is bound or affectedMaterial Adverse Effect, or (iii) assuming receipt of the consents from the non-Company parties to the Contracts (as hereinafter defined) described in Section 3.05(a) of the Disclosure Schedule, result in any material breach or violation of or constitute a default under (with or an event which, with without notice or lapse of time or both), would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or material obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Company Subsidiary pursuant to, to any note, bond, mortgage, indenture, contract (written or oral), agreementcontract, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") or under any Law or Permit, in each case, to which the Company or any Company Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (axv) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of the Transactions by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation Incorporation, By-laws or Bylaws (any resolution, currently in effect, adopted by the Board or similar the stockholders of the Company or any equivalent organizational documents) documents of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b4.05(b) have been obtained and that all filings and other actions described in Section 3.05(b4.05(b) have been made or taken, conflict with or violate any United States or non-United States national, state, provincial, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedaffected , except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to prevent or materially delay consummation of any of the Transactions and would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) result in a breach of or conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (other constating document or similar by-laws or any equivalent organizational documents) , each as amended to date, of the Company or any Company Subsidiary, (ii) assuming that all consentsresult in a breach of, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made constitute a default under, violate or taken, conflict with any material term or violate provision of any statuteorder of any court, law, ordinance, regulation, rule, code, executive order, judgment, decree Governmental Authority or other order ("Law") 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 or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any notepayment under, bond, mortgage, indenture, contract any Material Contract (written or oralas defined in Section 3.11), agreementCompany Permit or franchise or, leaseexcept as set forth in Section 3.04(a) of the Company Disclosure Schedule, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which require the Company or any Subsidiary Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which the Company or a Subsidiary it or any property or asset of the Company or any Company Subsidiary is bound bound, to obtain the consent or affectedapproval of, exceptor provide notice to, with respect any other party to clauses (ii) and (iii)such agreement, for any such conflictscontract, violations, breaches, defaults arrangement or other occurrences which would not reasonably be expected to have a Company Material Adverse Effectunderstanding.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger will not, (i) assuming the Requisite Company Vote is obtained, conflict with or violate the Certificate memorandum and articles of Incorporation association or Bylaws (or similar other equivalent organizational documents) documents of the Company or any Subsidiary, of its Subsidiaries; (ii) assuming that all consents, approvals approvals, authorizations and other authorizations actions described in Section ‎Section 3.05(b) have been obtained or taken and that all filings and other actions obligations described in Section ‎Section 3.05(b) have been made or takensatisfied and that the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, ; or (iii) violate, conflict with, require consent under, result in any breach or violation of, result in loss of benefit under, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary of its Subsidiaries (other than Permitted Encumbrances) pursuant to, any note, bond, mortgage, indenture, contract (written or oral)deed of trust, contract, agreement, leaseLease, license, permit, franchise Company Permit or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or of any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective assets or asset of the Company or any Subsidiary properties is bound or affected, except, (1) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect, and (2) with respect to clause (iii), as disclosed in Section 3.05(a)(iii) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (ai) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company does not and the consummation by the Company of the Transactions will not, : (iA) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (or similar organizational documents) bylaws of the Company or any Subsidiary, Company; (iiB) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statutethe certificate of incorporation, law, ordinance, regulation, rule, code, executive order, judgment, decree bylaws or other order ("Law") applicable to the Company or comparable governing documents of any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, Company; or (iiiC) assuming that the Requisite Company Vote is obtained and all consents, approvals, authorizations, declarations and permits contemplated by clauses (A) through (E) of subsection (ii) below have been obtained, and all filings described in such clauses have been made, conflict with, result in any breach or violation of of, or constitute a default (or an event whichwhich with or without notice, with notice or lapse of time or both, both would become a default) under, require consent or result in a material the loss of a material benefit under, or give rise to any breach or violation of, a right termination or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result other alteration in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant torights under, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise license or other binding commitment, instrument or obligation obligation, including, without limitation, any Government Contract (eacheach a “Contract”), a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties are bound or asset of any Law to which the Company or any Subsidiary of its Subsidiaries is bound or affectedsubject, except, with respect to clauses in the case of clause (iiC) and (iii)above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults termination, default, acceleration, loss, alteration or other occurrences which occurrence that would not not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse EffectEffect or prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by and the Company do notRelated Agreements, and the performance consummation of this Agreement the transactions by the Company and the consummation by the Company of the Transactions Stockholders contemplated hereby and thereby, will not, not (i) conflict with or violate the Certificate any provision of Incorporation or Bylaws (or similar organizational documents) any of the Company or any SubsidiaryCharter Documents, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company they or any Subsidiary is of their properties or assets are bound or affected, affected or (iii) except with respect to the notices, waivers, consents and approvals set forth on Section 3.4(c) of the Company Disclosure Schedule, result in any material breach or violation of or constitute a default (or an event which, that with or without notice or lapse of time or both, both would be reasonably likely to become a default) under, require consent or result impair the Company’s rights or alter (in a material loss manner adverse to the Company) the rights or obligations of a material benefit any third party against or to the Company under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien any Liens on any property or asset of the Company or material assets of the Company, in each case, pursuant to any Subsidiary pursuant tomaterial agreement, any noteunderstanding, bondinstrument, contract, proposed transaction, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise franchise, judgment, order, writ, decree or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is their material assets are bound or affectedaffected (each, except, with respect to clauses (ii) and (iiia “Material Obligation”), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described set forth in Section 3.05(b3.05(a) of the Company Disclosure Schedule have been obtained and that all filings and other actions described set forth in Section 3.05(b3.05(a) of the Company Disclosure Schedule have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii), except as set forth in Section 3.05(a) of the Company Disclosure Schedule, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a any right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "“Contract"”) to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any material property or material asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do Bluescape Parties does not, and subject to receipt of the filing and recordation of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 3.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 3.05(a) of the Company Disclosure Schedule have been made, obtained or given, the performance of this Agreement by the Company and the consummation by the Company of the Transactions Bluescape Parties will not, not (i) conflict with or violate the Certificate Organizational Documents of Incorporation or Bylaws (or similar organizational documents) of the Company any Bluescape Party or any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Law applicable to the Company Bluescape Parties 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 or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of notice, consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written A) Material Contract or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract"B) to which Company Permit held by the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedSubsidiary, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any SubsidiaryCompany, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.06(b)(i) and Section 3.06(b)(ii) have been obtained and all filings and obligations described in Section 3.06(b)(i) and Section 3.06(b)(ii) have been made or takencomplied with, conflict with or violate in any material respect any foreign or domestic (Federal, state or local) law, statute, law, ordinance, regulationfranchise, permit, concession, license, writ, rule, coderegulation, executive order, judgmentinjunction, judgment or decree or other order ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material the loss of a material any benefit under, give rise to a right require consent, approval or obligation to purchase or sell assets or securities notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien on lien or other encumbrance on, or the forfeiture of, any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effectparty.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do Buyer, Merger Sub I and Merger Sub II does not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (ia) conflict with or violate the Certificate certificate of Incorporation incorporation and bylaws or Bylaws (or similar other equivalent organizational documents) , as amended or restated, of the Company Buyer, Merger Sub I or any SubsidiaryMerger Sub II, (iib) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Laws applicable to the Company or any Subsidiary Buyer, Merger Sub I and Merger Sub II or by which any property of Buyer’s assets or asset of the Company or any Subsidiary properties is bound or affectedsubject, or (iiic) result in any breach or violation of or constitute a default (or an event which, that with or without notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on require payment under any property or asset of the Company properties or any Subsidiary assets of Buyer pursuant to, any note, bond, mortgage, indenture, contract (written or oral)Contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary Buyer is a party or by which the Company Buyer or a Subsidiary its assets or any property or asset of the Company or any Subsidiary properties is bound or affectedsubject or (d) require Buyer to obtain any consent, exceptlicense, permit, approval, waiver, authorization or order of, or to make any filing with respect to clauses (ii) or notification to, any Governmental Authority or third Person, except for compliance with and (iii)filings, for any such conflictsnotices, violations, breaches, defaults consents and approvals that may be required under the Securities Act or other occurrences which would not reasonably be expected to have a Company Material Adverse Effectsimilar state securities Laws.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Company do not, not and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, : (i) conflict with or violate the Certificate Articles of Incorporation or Bylaws (or similar organizational documents) By-Laws of the Company or the equivalent organizational documents of any Subsidiary, of its subsidiaries; (ii) assuming that all consents, approvals approvals, authorizations and other authorizations described filings contemplated by clauses (i), (ii) and (iii) of subsection (b) below and in Section 3.05(b2.5(a)(ii) of the Company Disclosure Schedule have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenmade, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Subsidiary is of their respective properties are bound or affected, ; or (iii) assuming that all consents, approvals, authorizations and notifications set forth in Section 2.5(a)(iii) of the Company Disclosure Schedule have been obtained or made, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, would both could become a default) under, require consent or result in a material the loss of a material benefit under, or give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or any property or asset of the Company or any Subsidiary is their respective properties are bound or affected, exceptother than any of those which involve or relate to property, assets, services or obligations with respect to clauses a value of less than $150,000 (ii) and (iiithe "IMMATERIAL CONSENTS"), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and Company, including, without limitation, the consummation by the Company of the Transactions Reorganization will not, (i) conflict with or violate the Certificate Articles of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations actions described in Section 3.05(bSECTION 3.06(b) have been obtained and that all filings and other actions obligations described in Section 3.05(bSECTION 3.06(b) have been made or takencomplied with, conflict with or violate in any material respect any foreign or domestic law, statute, law, ordinance, regulationfranchise, permit, concession, license, writ, rule, coderegulation, executive order, judgmentinjunction, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with, result in any material breach or violation of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent consent, approval or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate any provision of the Certificate Company’s Articles of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, equivalent organizational documents of any of its Subsidiaries; (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affectedaffected (assuming that all consents, approvals, authorizations and permits described in Section 3.06(b) have been obtained and all filings and notifications described in Section 3.06(b) have been made and any waiting periods thereunder have terminated or expired); or (iii) require any consent or approval under, result in any breach or violation of or any loss of any benefit under, constitute a change of control or default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent under or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary of its Subsidiaries pursuant to, any contract, agreement, note, bond, mortgage, indenture, contract (written or oral), agreement, leasedeed of trust, license, permit, franchise lease or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of them or any property of their respective properties or asset of the Company or any Subsidiary assets is bound or affectedbound, 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 occurrences, which would not not, individually or in the aggregate, have or be reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of the Transactions by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation Incorporation, By-laws or Bylaws (any resolution, currently in effect, adopted by the Board or similar the stockholders of the Company or any equivalent organizational documents) documents of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b4.05(b) have been obtained and that all filings and other actions described in Section 3.05(b4.05(b) have been made or taken, conflict with or violate any United States or non-United States national, state, provincial, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedaffected , except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to prevent or materially delay consummation of any of the Transactions and would not have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. Except as set forth in Section 4(c) of the Disclosure Schedule delivered by Seller to Buyer concurrently herewith (a) The the “ Disclosure Schedule”), the execution and delivery of this Agreement and the Seller Related Agreements by the Company Seller do not, and the performance of this Agreement and the Seller Related Agreements by the Company Seller and the consummation by the Company of the Transactions transactions contemplated hereby and thereby will not, not (i) conflict with or violate the Certificate articles of Incorporation organization, operating agreements or Bylaws (or similar other organizational documents) , in each case as amended or restated, of Seller or any of the Company or any SubsidiaryCompanies, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States federal, state, local or foreign law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("Law") applicable to the Company Seller or any Subsidiary of the Companies or by or to which any property of their respective properties or asset of the Company or any Subsidiary is assets are bound or affectedsubject, or (iii) result in any breach or violation of of, or constitute a default (or an event which, that with notice or lapse of time or both, both would become constitute a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien any lien, encumbrance, security interest, mortgage, pledge, claim, option or restriction of any kind whatsoever (collectively “ Liens”) on any property or asset of the Company properties or assets of Seller or any Subsidiary of the Companies pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permitcontract, franchise note, mortgage, indenture, arrangement or other binding commitment, instrument or obligation (eachcollectively, a "Contract"“ Contracts”) to which the Company Seller or any Subsidiary of the Companies is a party or by which any of their respective properties or assets are bound, or (iv) require the Company consent, approval or a Subsidiary action of or any property filing with or asset of the Company notice to any other individual or entity, including any partnership, corporation, limited liability company or trust (each, a “ Person”), or any Subsidiary is bound court, administrative agency or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults commission or other occurrences which would not reasonably be expected to have governmental authority or instrumentality, domestic or foreign (each, a Company Material Adverse Effect“ Governmental Entity”).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL 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, including the Written Consent, and other notifications provided in the ordinary course of business have been made, obtained or given, the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (bylaws or similar any equivalent organizational documents) documents of the Company or any SubsidiaryCompany, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Material Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, 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.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 3.05 of the Company Disclosure Schedule, and delivery assuming the adoption of this Agreement by the holders of the Company Common Stock and that all Consents described in this Section 3.05 have been obtained and all filings and notifications described in this Section 3.05 have been made and any waiting periods thereunder have terminated or expired, the execution and delivery by the Company of this Agreement do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and compliance with the terms hereof will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (with or an event which, with without notice or lapse of time time, or both, would become a default) under, require consent or result in give rise to a material right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, give rise or to a right increased, additional, accelerated or obligation to purchase guaranteed rights or sell assets or securities entitlements of any Person under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property Encumbrance upon any of the properties or asset assets of the Company or any Subsidiary pursuant tounder, any noteprovision of (i) the Company’s charter, bondthe Company’s By-Laws or the comparable charter or organizational documents of any Subsidiary, (ii) any contract, agreement, deed, mortgage, indenture, contract (written or oral), agreement, lease, license, permitcommitment, franchise promise, undertaking, arrangement or understanding, whether written or oral and whether express or implied, or other binding commitmentdocument or instrument (including any document or instrument evidencing or otherwise relating to any debt) to which or by which such Person is a party or otherwise subject or bound or to which or by which any property, instrument business, operation or obligation right of such Person is subject or bound (each, a "“Contract"”) to which the Company or any Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the Company filings and other matters referred to in Section 3.05(b), any judgment, order, injunction or a Subsidiary decree, domestic or any property foreign (“Judgment”), or asset of Law, applicable to the Company or any Subsidiary is bound or affectedtheir respective properties or assets, exceptother than, with respect to clauses in the case of clause (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences which items that have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby, do not and will not, (i) conflict with or violate the Certificate Articles of Incorporation or Bylaws (or similar organizational documents) Code of the Company or any SubsidiaryRegulations, (ii) assuming that all consents, approvals and other authorizations contemplated by clauses (i) through (v) of subsection (b) below have been obtained, and all filings described in Section 3.05(b) such clauses have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenmade, conflict with or violate any federal, state, local or foreign statute, law, ordinance, rule, regulation, rule, code, executive order, judgment, decree decree, writ, injunction, directive, principle of common law, constitution, treaty, arbitration award, listing standard or other order legal requirement or any interpretation thereof ("“Law"”), any Permit (as hereinafter defined) or any Nasdaq rule or regulation applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary is their respective properties are bound or affected, or (iii) (A) result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) or require the consent of any Person under, require consent or (B) result in a material the loss of a material benefit under, or give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien on any property of the properties or asset assets of the Company or any Subsidiary pursuant toof its Subsidiaries under, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise permit or other binding commitment, instrument or obligation (each, a "“Contract"”) to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary is bound or affectedtheir respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence, or consents not obtained (disregarding consents with respect to agreements with Xxxx & Xxxxxxxx), which would not reasonably be expected to have constitute, individually or in the aggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Restated Certificate of Incorporation or Bylaws (or similar organizational documents) By-laws of the Company or equivalent organizational documents of any Subsidiaryof its subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings approvals, authorizations, and other actions described in Section 3.05(b4.05(b) have been made obtained or takenmade, conflict with or violate any law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgmentinjunction, judgment or decree or other order ("LawLAW") applicable to the Company or any Subsidiary of its subsidiaries or by which any property or asset of the Company or any Subsidiary of its subsidiaries is bound or affected, affected or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary of its subsidiaries pursuant to, or trigger any right of first refusal under, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its subsidiaries is a party or by which the Company or a Subsidiary any of its subsidiaries or any property or asset of the Company or any Subsidiary their respective properties is bound or affectedbound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsthereof that could not, violationsindividually or in the aggregate, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse EffectEffect or could not reasonably be expected to prevent or materially delay the consummation of the Merger.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the transactions contemplated hereby by the Company and the consummation by the Company of the Transactions will shall not, (i) conflict with or violate the Certificate Company Articles or Company By-Laws or the Articles of Incorporation or Bylaws (or similar organizational documents) By-Laws of the any Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any domestic (federal, state or local) or foreign law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgmentjudgment or decree (collectively, decree or other order ("LawLaws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require the giving of notice to, or the consent or result in a material loss of a material benefit of, any third party under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a any Company Subsidiary or any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, except, with respect to clauses (ii) and except in the case of clause (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences which that would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company and the Company Subsidiaries taken as a whole.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and each of the other Transaction Documents by the Company do does not, and subject to receipt of Company Stockholder Approval, the filing and recordation of appropriate merger documents as required by the DGCL and the receipt of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(b), the performance of this Agreement and each of the other Transaction Documents by the Company and the consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (or similar organizational documents) by-laws of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree treaty, convention, government directive or other order of any Governmental Authority ("“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 or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a any material loss of a material benefit payment or penalty under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Material Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which 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 and delivery by the Company of this Agreement do not, the execution and delivery by the Company do of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance of its agreements and obligations under this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation Company Charter or Bylaws (or similar organizational documents) of the Company By-Laws or any SubsidiarySubsidiary Documents, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) conflict with, result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) ), or impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any property of the properties or asset assets (including intangible assets) of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties is bound or asset affected, or (iv) give rise to or result in any person having, or having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any Subsidiary is bound of its Subsidiaries or affectedany of their respective assets or properties, exceptother than, with respect to clauses (ii) and in the case of (iii)) above, for any such conflicts, violations, breaches, defaults defaults, impairments, rights of termination, amendment, acceleration or other occurrences which cancellation, or Liens that would not be reasonably be expected to have have, in the aggregate, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.6 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company do not, and nor the performance of this Agreement by the Company and the consummation by the Company of its obligations hereunder, nor the Transactions will notconsummation of the transactions contemplated hereby, will: (i) assuming the Company Voting Proposal is approved, conflict with the Company’s Organizational Documents or violate the Certificate Organizational Documents of Incorporation or Bylaws (or similar organizational documents) any of the Company or any Subsidiary, its Subsidiaries; (ii) assuming that all consents, approvals and other authorizations described satisfaction of the requirements set forth in Section 3.05(b3.6(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenbelow, conflict with or violate any statute, law, ordinance, rule or regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company its Subsidiaries or any Subsidiary is bound or affected, of their Assets; or (iii) result violate, breach, require consent under, be in any breach or violation of conflict with or constitute a default (or an event which, with notice or lapse of time or both, would become constitute a default) under, require consent or result in a material loss permit the termination of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation provision of, or result in the creation termination of, the acceleration of a Lien on the maturity of, or the acceleration of the performance of any property or asset obligation of the Company or any Subsidiary pursuant toof its Subsidiaries under, or result in the creation or imposition of any lien upon any Assets or business of the Company or any of its Subsidiaries under, or give rise to any Third Party’s right of first refusal or other similar right under, any note, bond, indenture, mortgage, indenture, contract (written or oral), agreementdeed of trust, lease, or permit, authorization, license, permit, franchise or other binding commitmentcontract, instrument or obligation (eachother agreement or commitment or any order, a "Contract") judgment or decree to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective Assets are bound or asset of encumbered, or give any Person the right to require the Company or any Subsidiary is bound of its Subsidiaries to purchase or affectedrepurchase any notes, bonds or instruments of any kind, except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, conflicts, defaults or other occurrences which which, individually or in the aggregate, would not reasonably be expected to have cause a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the other agreements contemplated herein by the Company do not, and the performance of this Agreement and the other agreements contemplated herein by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar other organizational documents) documents of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or takencomplied with, conflict with or violate in any material respect any foreign or domestic (Federal, state, foreign, local or municipal) law, statute, law, ordinance, regulationconstitution, principle of common law, resolution, franchise, permit, concession, license, writ, decree code, edict, decree, rule, coderegulation, executive orderruling or requirement issued, judgmentenacted, decree adopted, promulgated, implemented or other order otherwise put into effect by or under the authority of any Governmental Entity and any orders, writs, injunctions, awards, judgments and decrees applicable to the Company or any Subsidiary, as the case may be, or to any of their respective assets, properties or businesses ("“Law"”) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent consent, approval or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and Neither the execution, delivery of this Agreement by the Company do not, and the or performance of this Agreement by the Company and the consummation by the Company of this Agreement, the Transactions Related Agreements to which it is a party or any instrument required by this Agreement to be executed and delivered by the Company or any of its Subsidiaries at the Closing, nor the consummation of the transactions contemplated hereby or thereby do or will not, (with or without notice or lapse of time) (i) conflict with or violate the Articles or Certificate of Incorporation or Bylaws (or similar equivalent organizational documents) documents of the Company or any Subsidiaryof its Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree Law or other order ("Law") Order in each case applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties or assets is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss impair the Company’s or any of a material benefit its Subsidiaries’ rights or alter the rights or obligations of any third party under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (as defined herein) on any property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract Contract (written or oralas defined herein), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property of their respective properties or asset of the Company or any Subsidiary assets is bound or affected, except, with respect to clauses except (A) as set forth in Section 2.6(a) of the Company Disclosure Schedule or (B) in the case of clause (ii) and or (iii)) above, for any such conflicts, breaches, violations, breaches, defaults or other occurrences which would not that could 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 and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (By-laws or similar equivalent organizational documents) documents of the Company or any Subsidiary, as applicable, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statutedomestic (federal, state or local) or foreign law, ordinancerule, regulation, rule, code, executive order, judgmentjudgment or decree (collectively, decree or other order ("LawLaws") applicable to ---- the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, except for such conflicts or violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect, or (iii) result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a any Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (iiexcept as disclosed in Section 3.05(a) of the Company Disclosure Schedule and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectEffect and will not prevent or delay the consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Company do not, and the performance of this Agreement and the Ancillary Agreements to which it is a party by the Company and the consummation by the Company of the Transactions transactions contemplated hereby and thereby will not, (i) conflict with or violate the Company Certificate of Incorporation or Bylaws (Company By-Laws or similar the equivalent organizational documents) documents of the Company or any SubsidiaryCompany's subsidiaries, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Law applicable to the Company or any Subsidiary its subsidiaries or by which any property of its or asset of the Company its subsidiaries' properties or any Subsidiary operations is bound or affected, or (iii) conflict with, result in any breach or violation of of, or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss impair the Company's or its subsidiaries' rights or alter the rights or obligations of a material benefit any third party under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any property of the properties or asset assets of the Company or any Subsidiary its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is its subsidiaries are a party or by which the Company or a Subsidiary its subsidiaries, or any property of its or asset of the Company or any Subsidiary its subsidiaries' properties, is bound or affected, affected except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do notdoes not and, subject to receipt of the Requisite New JC Stockholder Approval, all approvals necessary to consummate the Restructuring and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL with respect to the Company and the receipt of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(b), the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (bylaws or similar any equivalent organizational documents) documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“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, affected or (iii) other than pursuant to the Restructuring (including the execution of the Restructuring Documents), result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a any material loss of a material benefit payment or penalty under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or material asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Material Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not 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 and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of the Merger by the Company of the Transactions will not, (i) conflict with or violate the Amended and Restated Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company, the Amended and Restated By-laws of the Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any United States or non-United States national, state, provincial, municipal or local statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“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 affectedsubject, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have not, individually or in the aggregate, constitute a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions Merger will not, (i) assuming the Requisite Company Vote is obtained, conflict with or violate the Certificate memorandum and articles of Incorporation association or Bylaws (or similar other equivalent organizational documents) documents of the Company or any Subsidiary, of its Subsidiaries; (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been obtained or taken and all filings and obligations described in Section 3.05(b) have been made or takensatisfied and that the Requisite Company Vote is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") Law applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, ; or (iii) violate, conflict with, require consent under, result in any breach or violation of, result in loss of benefit under, or constitute a default (or an event whichthat, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary of its Subsidiaries (other than Permitted Encumbrances) pursuant to, any note, bond, mortgage, indenture, contract (written or oral)deed of trust, contract, agreement, leaseLease, license, permit, franchise Company Permit or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or of any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property of their respective assets or asset of the Company or any Subsidiary properties is bound or affected, except, (1) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect, and (2) with respect to clause (iii), as disclosed in Section 3.05(a)(iii) of the Company Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions will not, (i) conflict with with, violate, or violate result in a breach of the Certificate Articles of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiaryof its Subsidiaries, (ii) assuming that all consents, approvals approvals, and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any federal, state, local or foreign governmental statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other requirement, including any rule, regulation and order promulgated thereunder and any order, decree, writ, settlement, stipulation, injunction, award, consent or judgment of any Governmental Entity ("Law") applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) assuming that all consents, approvals, and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent consent, or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration acceleration, or cancellation of, or cause additional fees to be due under or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, to any note, bond, mortgage, indenture, contract (written or oral), obligation, Plan, undertaking, arrangement, agreement, lease, license, permit, franchise or other binding commitment, instrument instrument, or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary is bound or affected, (iv) assuming that all consents, approvals, and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, violate any permits, licenses, accreditations, certificates, approvals, exemptions, orders, franchises, permissions, agreements, qualifications, authorizations, and registrations required by Law (each, a "Permit") of the Company or any of its Subsidiaries or any of the schools regulated as such by the United States Department of Education (the "DOE") or other Education Department or Accrediting Body and owned and operated by the Company or any of its Subsidiaries (the "Schools") or any Law applicable to the Company or any of its Subsidiaries or the Schools, or (v) assuming that all consents, approvals, and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, violate any standard or requirement of any entity or organization, whether private or quasi-private, whether foreign or domestic, which engages in the granting or withholding of accreditation of post-secondary schools or their educational programs in accordance with standards and requirements relating to the performance, operations, financial condition and/or academic standards of such schools (each such entity or organization, an "Accrediting Body"), except, with respect to clauses (ii) and ), (iii), (iv), and (v) above, for any such violations, conflicts, violations, breaches, defaults defaults, or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.04 of the Disclosure Schedule, the execution and delivery by the Company, the Partnership and Partnership Merger Sub of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions their respective obligations hereunder will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) documents of the Company Company, the Partnership or any other Subsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations actions described in Section 3.05(bsubsection (b) have been obtained and that all filings and other actions obligations described in Section 3.05(bsubsection (b) have been made or takenmade, conflict with or violate any foreign or domestic statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order ("“Law"”) applicable to the Company Company, the Partnership or any other Subsidiary or by which any property or asset of the Company Company, the Partnership or any other Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, require any consent or notice, trigger any payment, or result in the creation of a Lien on any property or asset of the Company Company, the Partnership or any other Subsidiary pursuant to, any note, bond, mortgage, indenture, contract contract, agreement (written or oralincluding, without limitation, any Plan), agreementlease, ground lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedobligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that 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 and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, : (i) conflict with or violate the Certificate Articles of Incorporation Incorporation, By-Laws or Bylaws (or similar organizational documents) other Charter documents of the Company or any Subsidiary, of its Subsidiaries; (ii) assuming that all subject to [a] obtaining the requisite approval of this Agreement by the holders of at least two-thirds of the outstanding shares of Company Common Stock in accordance with the Illinois Law and the Company's Articles of Incorporation and By-Laws, [b] obtaining the consents, approvals approvals, authorizations and other authorizations described in Section 3.05(b) have been obtained permits of, and that all making filings and other actions described in Section 3.05(b) have been made or taken, conflict with or notifications to, any governmental or regulatory authority, domestic or foreign ("Governmental Entities"), pursuant to the applicable requirements of Wisconsin and Illinois law and the rules and regulations relating to the BHC Act, and [c] giving the notices and obtaining the consents, approvals, authorizations or permits described on Schedule 3.05(a), violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") laws applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary their respective properties is bound or affected, bound; or (iii), except as set forth on Schedule 3.05(a) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary their respective properties is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effectbound.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do notnor the issuance of the Notes and other Transaction Documents, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, its obligations hereunder and thereunder will: (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company Company’s or any Subsidiary, ’s Governing Instruments; (ii) assuming that all consentsconflict with, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with breach or violate any federal, state, foreign or local law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgmentjudgment or decree (collectively, decree or other order ("Law"“Laws”) in effect as of the date of this Agreement and applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, Subsidiary; or (iii) result in any breach or violation of or of, constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any other entity any right of termination, amendment, acceleration or cancellation of, require payment under, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a any Subsidiary or any property of their respective properties or asset of the Company or any Subsidiary assets is bound or affectedbound, exceptother than such violations, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences which creations of liens that would not reasonably be expected to not, in the aggregate, have a Company Material Adverse Effect.Effect except to the extent that stockholder approval may be required as a result of the Authorized Stock Proviso, in which event, the Company will seek stockholder approval to an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Section 4.5..

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement (following the approval and adoption of this Agreement and the Merger by the Company and the consummation Stockholders as described in Section 3.16 hereof) by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any SubsidiaryCompany, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or takencomplied with, conflict with or violate any foreign or domestic (Federal, state or local) law, statute, law, ordinance, regulationfranchise, permit, concession, license, writ, rule, coderegulation, executive order, judgmentinjunction, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with, result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent consent, approval or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedbound, except, with respect to except in the case of clauses (ii) and (iii), for any ) where such conflicts, violations, breaches, breaches or defaults or other occurrences which would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Any consents set forth in Schedule 3.06(a) of the Company Disclosure Schedule shall be referred to herein as the "Material Consents."

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the Certificate Company’s Articles of Incorporation, as amended to the date hereof, or its Bylaws, or the Articles of Incorporation or Bylaws (or similar organizational documents) of the any Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("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) subject to receipt of the consents listed on Schedule 3.05 hereto, result in any breach or violation of or constitute a default (or an event which, with notice or notice, lapse of time or both, both would become a default) under, require consent or result in a material the loss of a material benefit under, give rise to a right under or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or any other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Company Subsidiary or any of their properties or assets is bound or affected, except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which (A) would not reasonably be expected to prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and (B) would not, individually or in the aggregate, have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 2.5 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the transactions contemplated hereby by the Company and the consummation by the Company of the Transactions will shall not, (i) conflict with or violate the Certificate Company Articles or Company By-Laws or the Articles of Incorporation or Bylaws (or similar organizational documents) By-Laws of the any Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any domestic (federal, state or local) or foreign law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgmentjudgment or decree (collectively, decree or other order ("LawLaws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require the giving of notice to, or the consent or result in a material loss of a material benefit of, any third party under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a any Company Subsidiary or any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, except, with respect to clauses (ii) and except in the case of clause (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences which that would not reasonably be expected to not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company and the Company Subsidiaries, taken as a whole.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement the Transaction Documents by the Company do not, not and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby or thereby will not, subject to obtaining the consents, approvals, authorizations, and permits and making the filings described in this Section 3.1(e) or listed on Schedule 3.1(e) or Schedule 3.1(p), (i) violate, conflict with with, or violate result in any breach of any provision of the Certificate Company's Articles of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiaryand Bylaws, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenviolate, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedwith, or (iii) result in any a violation or breach or violation of of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation permit the termination of, or result in the creation acceleration of, or entitle any party to accelerate (whether as a result of a Lien on any property or asset change of control of the Company or otherwise) any Subsidiary pursuant toobligation, or result in the loss of any benefit, or give any person the right to require any security to be repurchased, or give rise to the creation of any Lien upon any of the assets of the Company under any of the terms, conditions, or provisions of any loan or credit agreement, note, bond, mortgage, indenture, contract (written or oral)deed of trust, or any license, lease, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which it or any of the assets of the Company may be bound or subjected, or (iii) violate any order, writ, judgment, injunction, decree, statute, law, rule, or regulation, of any Governmental Entity applicable to the Company or a Subsidiary by which or to which any property of such assets is bound or asset subject. No Consent of any Governmental Entity is required by or with respect to the Company in connection with the execution and delivery of any Transaction Documents by the Company or any Subsidiary is bound the consummation of the transactions contemplated hereby or affectedthereby, except, with respect to clauses except for (iiA) the FCC Consents (as contemplated by Section 7.1 hereof) and (iii)B) applicable requirements, for any such conflictsif any, violations, breaches, defaults of the Securities Act and the Exchange Act and state securities or other occurrences which would not reasonably be expected to have a Company Material Adverse Effectblue sky laws.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate any provision of the Certificate Articles of Incorporation or Bylaws (or similar organizational documents) By-Laws of the Company or the Company Subsidiary or any equivalent organizational documents of any Former Subsidiary, (ii) assuming that all consents, approvals approvals, authorizations and other authorizations permits described in Section 3.05(b) have been obtained and that all filings and other actions notifications described in Section 3.05(b) have been made or takenmade, conflict with or violate any foreign or domestic law, statute, lawcode, ordinance, rule, regulation, rule, code, executive order, judgmentinjunction, writ, stipulation, award, judgment or decree or other order ("“Law"”) applicable to the Company or the Company Subsidiary or any Former Subsidiary or by which any property or asset of the Company or any the Company Subsidiary is bound or affected, or (iii) except as set forth in Section 3.05(a) of the Company Disclosure Schedule, require any consent or approval under, result in any breach or violation of, any loss of any benefit under or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any the Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise Company Permit (as defined in Section 3.06(a)) or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedobligation, except, with respect to clauses (ii) and (iii) of this Section 3.05(a), for any such conflicts, violations, breaches, defaults or other occurrences which that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate Articles of Incorporation or Bylaws (or similar organizational documents) of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.06(b) have been obtained and all filings and obligations described in Section 3.06(b) have been made or takencomplied with, conflict with or violate in any material respect any foreign or domestic (Federal, state or local) law, statute, law, ordinance, regulationfranchise, permit, concession, license, writ, rule, coderegulation, executive order, judgmentinjunction, judgment or decree or other order ("LawLAW") 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) conflict with, result in any material breach or violation of or constitute a material default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent consent, approval or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities notice under, give to others any right of termination, amendment, acceleration or cancellation of, require any payment under, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any material note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery of this Agreement by the Company do not, and nor the performance consummation of this Agreement the Merger or other transactions contemplated hereby nor compliance by the Company and the consummation by the Company with any of the Transactions provisions hereof will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenviolate, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedwith, or (iii) result in a breach of any breach or violation of provision of, or constitute a default (or an event which, with notice or lapse of time or both, would become constitute a default) under, require consent or result in the termination or suspension of, or accelerate the performance required by, or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, termination or acceleration or cancellation ofunder, or result in the creation of a any Lien on upon any property of the properties or asset assets of the Company or any Subsidiary pursuant toof its Subsidiaries under, any of the terms, conditions or provisions of (x) their respective Charter Documents or Governing Documents, (y) any note, bond, charge, lien, pledge, mortgage, indenture, contract (written indenture or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") deed of trust to which the Company or any such Subsidiary is a party or by to which they or any of their respective properties or assets may be subject, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such Subsidiary is a Subsidiary party or to which they or any property of their respective properties or asset of assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any Subsidiary is bound of its Subsidiaries or affectedany of their respective properties or assets, exceptexcept for, with respect to in the case of clauses (iii)(y), (i)(z) and (iiiii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a violations as are set forth in Section 3.5 of the Company Material Adverse EffectDisclosure Letter.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and the performance of this or any Ancillary Agreement by the Company and Sellers or the Company, nor the consummation by the Sellers or the Company of the Transactions will nottransactions contemplated hereby or thereby, nor compliance by the Sellers or the Company with any of the provisions hereof or thereof, will: (i) conflict with or violate result in a breach of any provisions of any of the Certificate of Incorporation or Bylaws (or similar organizational documents) Charter Documents of the Company or any Subsidiary, of its Subsidiaries; (ii) assuming that all consentsexcept as set forth on Schedule 4.3(a), approvals and other authorizations described constitute or result in Section 3.05(b) have been obtained and that all filings and other actions described the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in Section 3.05(b) have been made the loss of any rights under or taken, conflict with the creation or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which imposition of a Lien upon any property or asset assets of the Company or any Subsidiary is bound or affectedof its Subsidiaries pursuant to, or require the obtaining by the Company or any of its Subsidiaries of any Consent (iii) result including any consent required to be obtained by the Company or any of its Subsidiaries in order to keep such note, bond, mortgage, indenture or Contract in effect following the consummation of the Merger or in order for the Company or any of its Subsidiaries not to be in breach or violation of any such note, bond, mortgage, indenture or constitute a default (or an event which, with notice or lapse of time or both, would become a defaultContract) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation ofpursuant to, or result in the creation of a Lien on any property or asset of require notice by the Company or any Subsidiary pursuant toof its Subsidiaries to any Person under, any note, bond, mortgage, indenture, contract (written indenture or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") Contract to which the Company or any Subsidiary of them is a party or by which any of them or their respective properties or assets may be subject, and that would, in any such event, be material to the Company and its Subsidiaries, taken as a whole; or a Subsidiary (iii) violate any Order or any property or asset of Law applicable to the Company or any Subsidiary is bound of its Subsidiaries or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults of their respective properties or other occurrences which would not reasonably be expected to have a Company Material Adverse Effectassets in any material respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement the Transaction Documents by the Company Seller do not, not and the performance of this Agreement by the Company and the consummation by the Company Seller of the Transactions transactions contemplated hereby or thereby will not, subject to obtaining the consents, approvals, authorizations, and permits and making the filings described in this Section 3.1(d), (i) violate, conflict with with, or violate the Certificate result in any breach of any provision of Seller's Articles of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiaryand Bylaws, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or takenviolate, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affectedwith, or (iii) result in any a violation or breach or violation of of, or constitute a default (with or an event which, with without due notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation permit the termination of, or result in the acceleration of, or entitle any party to accelerate (whether as a result of a change of control of Seller or otherwise) any obligation, or result in the loss of any benefit, or give any person the right to require any security to be repurchased, or give rise to the creation of a Lien on any property lien, charge, security interest, or asset encumbrance upon any of the Company Assets under any of the terms, conditions, or provisions of any Subsidiary pursuant toloan or credit agreement, any note, bond, mortgage, indenture, contract (written or oral)deed of trust, or any license, lease, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary Seller is a party or by which the Company or a Subsidiary it or any property or asset of the Company Assets may be bound or subjected, or (iii) violate any Subsidiary order, writ, judgment, injunction, decree, statute, law, rule or regulation, of any Governmental Entity applicable to Seller or by which or to which any of the Assets is bound or affectedsubject. No consent, exceptapproval, order, or authorization of, or registration, declaration, or filing with, any Governmental Entity is required by or with respect to clauses (ii) Seller in connection with the execution and (iii)delivery of the Transaction Documents by Seller or the consummation of the transactions contemplated hereby or thereby, except for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.the FCC

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, materially conflict with or violate any federal, state, local or foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, injunction, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) except as set forth on Schedule 3.05(a)(iii), result in any breach or violation of of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material the loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than a Permitted Lien) on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permitPermit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, except with respect to clauses (ii) and (iii), ) above for any such those conflicts, violations, breaches, defaults or other occurrences losses, or for which the failure to obtain such consents, would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has not been advised of any reason why the consents required under the contracts set forth on Schedule 3.05(a)(iii) could not be obtained prior to the Closing.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Certificate Company Charter, the Company Bylaws, or the certificate of Incorporation or Bylaws incorporation and bylaws (or similar equivalent organizational documents) of the any Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and obtained, that all filings and other actions described in Section 3.05(b) have been made or takentaken and the Company Shareholder Approval has been obtained, conflict with or violate any federal, state, local or foreign law, statute, ordinance or law, ordinanceor any rule, regulation, rulestandard, code, executive order, judgment, decree Order or other order agency requirement of any Governmental Authority ("“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 or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) by the Company or any Company Subsidiary under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the loss of any benefit under, or the creation of a any Lien on any property the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise Contract or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except, with respect to each of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse EffectEffect or materially delay the consummation of the Transactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by the Company do not, and the performance by the Company of this Agreement by the Company and the consummation by the Company of the Transactions Merger and the other transactions contemplated hereby will not, (i) assuming the Shareholder Approval is obtained, conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) any provision of the Company Memorandum and Articles or any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b4.4(b) will have been obtained and that prior to the Effective Time, all filings and other actions notifications described in Section 3.05(b4.4(b) will have been made and any waiting periods or takenapprovals thereunder will have terminated, expired or been obtained prior to the Effective Time and the Shareholder Approval is obtained, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") 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, affected or (iii) require any consent or approval under, result in any breach of or violation any loss of any benefit under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") Contract to which the Company or any Company Subsidiary is a party or by which the Company any of their respective properties or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedassets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which matters that would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate the Amended and Restated Certificate of Incorporation or Bylaws (or similar organizational documents) Amended and Restated By-Laws of the Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals and other approvals, authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b3.04(b) have been obtained and all filings and obligations described in Section 3.04(b) have been made or takenand complied with, conflict with or violate any foreign or domestic law, statute, law, ordinance, rule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("LawLAW") 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 or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which binding upon the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedSubsidiary, except, (x) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would that have not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and that could not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement, and (y) with respect to clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences arising under or out of (A) agreements the loss of the net income from which, individually or in the aggregate, would not have a Company Material Adverse EffectEffect or (B) agreements the Company has the right or ability to terminate without cause with less than six months' notice.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby by the Company and the consummation by Company Subsidiaries will not, subject to the Company of the Transactions will notShareholder Approval, (i) conflict with or violate any provision of (A) the Certificate Amended Articles, or (B) any Organizational Documents of Incorporation or Bylaws (or similar organizational documents) of the any Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in the matters contemplated by Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken3.5(b), conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") 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 affectedbound, or (iii) require any consent or approval (except as contemplated by Section 3.5(b) or as set forth on Section 3.5(a) of the Company Disclosure Letter) under, result in any breach of any obligation or violation any loss of any benefit or material increase in any cost or obligation of Company or any Company Subsidiary under, or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any other Person any right of termination, amendment, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written Company Material Contract or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedPermit, except, with respect as to clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences which which, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 3.4(a), the execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the performance of this Agreement such agreements by the Company and the consummation by the Company of the Transactions will not, (i) conflict with or violate any law, statute, rule, regulation, court order, judgment, writ, injunction, award, determination or decree applicable to the Company or any of the Subsidiaries or by which its or any of their property is bound or affected ("Legal Requirements"), (ii) violate or conflict with the Certificate of Incorporation or Bylaws (By-Laws or similar equivalent organizational documents) documents of the Company or any Subsidiary, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, of both would become a default) under, require consent or result in a material loss of a material benefit underany, or give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendmentcancellation or acceleration of any obligations or any loss of any material benefit under or, acceleration or cancellation of, or result in the creation of a Lien an Encumbrance on any property of the properties or asset assets of the Company or any Subsidiary of the Subsidiaries pursuant to, any agreement, contract, instrument, note, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permit, license or franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of the Subsidiaries is a party or by which the Company or a Subsidiary any of the Subsidiaries or its or any of their property or asset of the Company or any Subsidiary is bound or affected, exceptexcept for, with respect to in the case of clauses (iii) and (iii), for any such conflicts, violations, breachesbreaches or defaults which, defaults individually or other occurrences which in the aggregate, would not be reasonably be expected likely to (y) have a Company Material Adverse EffectEffect or (z) prevent or materially delay the consummation of the transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement do not, the execution and delivery by the Company do of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions its agreements and obligations under this Agreement will not, (i) conflict with or violate the Certificate of Incorporation Company Charter, Company By-Laws or Bylaws (or similar organizational documents) of the Company or any SubsidiarySubsidiary Documents, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statutelaw, lawrule, regulation, ordinance, regulation, rule, code, executive order, judgment, decree injunction or other order ("Law") decree, or restriction of any Governmental Entity or court applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) ), or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property of the properties or asset assets (including intangible assets) of the Company or any Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise franchise, judgment, decree or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or its or any property or asset of the Company or any Subsidiary their respective properties is bound or affected, exceptother than, with respect to clauses (ii) and in the case of (iii)) above, for any such conflictsbreach, violationsdefault, breachesimpairment, defaults rights of termination, amendment, acceleration or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.cancellation, or Liens that would

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA, 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, including the Written Consent, and other notifications provided in the ordinary course of business have been made, obtained or given, the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, not (i) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company or any SubsidiaryGroup Organizational Documents, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree United States or other order ("Law") non-U.S. Law applicable to the any Company or any Subsidiary Group Member or by which any property or asset of the any Company or any Subsidiary Group Member is bound or affected, or (iii) require the consent, notice or other action by any person under, result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any material property or asset of the any Company or any Subsidiary Group Member pursuant to, any note, bond, mortgage, indenture, contract (written Material Contract or oral), agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affectedPermit, 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.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will shall not, (i) conflict with or violate the Certificate Company Charter Documents or the equivalent organizational documents of Incorporation or Bylaws (or similar organizational documents) any of the Company or any SubsidiaryCompany's Subsidiaries, (ii) assuming that all consents, approvals and other authorizations described subject to obtaining the approval of the holders of the Company Stock as set forth in Section 3.05(b) have been obtained 2.4 and that all filings and other actions described compliance with the requirements set forth in Section 3.05(b2.5(b) have been made or takenbelow, conflict with or violate any statute, law, ordinancerule, regulation, rule, code, executive order, judgment, judgment or decree or other order ("Law") applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Subsidiary of their respective properties is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, that with notice or lapse of time or both, both would become a default) under, require consent or result in a material loss materially impair Company's or any of a material benefit its Subsidiaries' rights or alter the rights or obligations of any third Person under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the properties or assets of Company or any Subsidiary of its Subsidiaries pursuant to, any noteagreement, bondcontract, mortgage, indenture, contract (written or oral), agreementsubcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, permitsublicense, franchise insurance policy, benefit plan, commitment or other binding commitment, instrument or obligation (each, a "Contract") undertaking of any nature to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is of its Subsidiaries or its or any of their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect would not, in the case of clauses (ii) and or (iii), for any such conflictsindividually or in the aggregate, violations, breaches, defaults or other occurrences which would not (A) reasonably be expected to have a Company Material Adverse EffectEffect on Company or (B) prevent or materially delay consummation of the Merger or otherwise prevent the parties from performing their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions transactions contemplated hereby will not, (i) conflict with or violate the Certificate certificate of Incorporation incorporation or Bylaws (bylaws or similar equivalent organizational documents) documents of the Company or any Subsidiaryof its Subsidiaries, (ii) assuming that all consents, subject to making the filings and obtaining the approvals and other authorizations described identified in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken3.6(b), conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree regulation or other order legal requirement ("Law") or order, judgment or decree ("Order") applicable to the Company or any Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, affected or (iii) result in any breach or violation of or constitute a default (or an event which, which with notice or lapse of time or both, both would become a default) under, require consent or result in a material the loss of a material benefit under, give rise to a right under or obligation to purchase or sell assets or securities under, give to others any right of purchase or sale, or any right of termination, amendment, acceleration acceleration, increased payments or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of the Company or any Subsidiary of its Subsidiaries 13 pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary of its Subsidiaries is a party or by which the Company or a Subsidiary any of its Subsidiaries or any property or asset of the Company or any Subsidiary of its Subsidiaries is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions will not, (i) conflict with with, violate or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) result in a breach of the Company or any SubsidiaryCharter Documents of the Company, (ii) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any U.S. federal, state or local or foreign statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) result in any breach or violation of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or material obligation to purchase or sell assets or securities under, give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract (written or oral)contract, agreement, lease, license, permit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company Company, or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery Except as set forth on Schedule 3.6 of this Agreement by the Company do notDisclosure Schedule, and neither the execution, delivery or performance of this Agreement or any Ancillary Agreement by the any Contributed Company and or Contributor Party nor the consummation by the Company of the Transactions by any Contributed Company or Contributor Party will not, (ia) conflict with or violate the Certificate of Incorporation or Bylaws (or similar organizational documents) any provision of the Company or any SubsidiaryCharter Documents, (iib) assuming that all consents, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, judgment, decree or other order ("Law") applicable to the Company or any Subsidiary or Law by which any property or asset of the Contributed Company or Contributor Party or any Subsidiary of their assets or properties is bound or affectedsubject, (c) conflict with or violate, constitute a default under (iii) result in any breach or violation an event that with or without notice, lapse of time or both could conflict with or violate or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under), require consent any consent, license, permit, approval, waiver, authorization, order, filing, registration, declaration or notice under or in connection with, result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others trigger any right of termination, amendmentmodification, acceleration or cancellation of, or result in the creation of a Lien on require any property payment or asset of the Company or any Subsidiary performance obligation, pursuant to, any noteContract, bond, mortgage, indenture, contract (written or oral), agreement, lease, license, permitPermit, franchise or other binding commitment, instrument or obligation (each, a "Contract") to which the any Contributed Company or any Subsidiary Contributor Party is a party or by which the Company or a Subsidiary any of them or any property of their assets or asset properties is bound or subject, (d) other than as explicitly set forth in this Agreement, the PM Contribution Agreement, the Advisor Contribution Agreement or the Transitional Services Agreement, result in or trigger any grant, license or assignment to any Person of any interest in or to or the modification or loss of any rights with respect to, any Company Intellectual Property or any Intellectual Property Rights owned by or licensed to Buyer, any Contributed Company or any Subsidiary is of their Affiliates, (e) result in or give rise to Buyer, any Contributed Company or any of their Affiliates being (i) bound by or affectedsubject to any noncompete or licensing obligation, exceptcovenant not to xxx, or other restriction on or modification of the current or contemplated operation or scope of any of their respective businesses or (ii) obligated to (A) pay any royalty, honoraria, fee, expense or other payment to any Person in excess of those due or payable prior to Closing, or (B) provide or offer any discount to, or other reduction in the payment or performance obligations of, any Person in excess of those provided to that Person prior to Closing, (f) result in the creation or imposition of any Lien on any of the properties or assets of any Contributed Company or Contributor Party or (g) require any Contributed Company or Contributor Party or any of their Affiliates to obtain any consent, license, permit, approval, waiver, authorization or order of, or to make any filing, registration or declaration with or provide notice to, any Governmental Authority or other Person, except with respect to clauses clause (ii) and (iiib), for any such conflictsas would not, violations, breaches, defaults or other occurrences which would not reasonably be expected to, individually or in the aggregate, be material to have a Company Material Adverse Effectthe Business.