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 and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent Organizational Documents or the Merger SubSub Organizational Documents, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and other actions described in Section 4.03(b5.5(b) have been obtained and all filings and obligations described in Section 4.03(b5.5(b) have been made, conflict with or violate any Law applicable to each of Parent or Merger Sub or by which any of their property or asset of either of them assets is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of each of Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Parent or Merger Sub is a party or by which each of Parent or Merger Sub or any of their property or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually not have or in the aggregate, prevent or materially delay consummation of any of the Transactions by reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the performance of this Agreement by each of Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act Act, the Securities Act, Blue Sky Laws and state takeover Laws, the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the DGCL and the rules NRS and regulations thereunder, (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Transactions or otherwise prevent Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, (i) conflict with or violate the memorandum and articles Articles of association Incorporation or Bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform from performing their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance the filing and recordation of appropriate merger documents as required by the FBCA and appropriate documents with the rules and regulations relevant authorities of other states in which the Company or any of the NYSESubsidiaries is qualified to do business, (iii) for the filing notification requirements of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLHSR Act, and (iv) for where the Requisite Regulatory Approvals. (c) failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement their respective obligations hereunder and the Plan consummation of Merger the Transactions by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation, Bylaws or equivalent organizational documents of either Parent or Merger Sub, ; (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made4.4(b), conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is their respective properties are bound or affected affected; or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or alter the rights or obligations of any third party or of Parent or Sub under, or give to others any rights 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 Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is their respective properties are bound or affected, except, with respect to except in the cases of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would notnot prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent and Sub from performing their respective obligations under this Agreement in any material respect, and would not have, individually or in the aggregate, prevent a Parent Material Adverse Effect. There are no material consents, waivers, and approvals under any agreements, contracts, licenses or materially delay consummation of any of the Transactions leases required to be obtained by Parent or Merger Sub or otherwise be materially adverse to in connection with the ability consummation of Parent and Merger Sub to perform their material obligations under this Agreementthe Transactions. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement their respective obligations hereunder and the consummation of the Transactions by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Authority, Entity except (i) for filings and/or notices pursuant the filing of documents to Section 13 satisfy the applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderstate takeover laws, (ii) for compliance the filing with the SEC of the Information Statement and the declaration of effectiveness of the S-4 by the SEC, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the Secretary of State of other states in which the Company is qualified to transact business as a foreign corporation, (iv) filings under the rules and regulations of the NYSENASD, (iiiv) for filings under state securities laws ("Blue Sky Laws"), and (vi) where the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications (A) would not prevent or delay consummation of the Merger in any material respect or otherwise prevent or delay in any material respect Parent or Sub from performing their respective obligations under this Agreement or (B) would not, individually or in the Cayman Islands Government Gazette pursuant to the CICLaggregate, and (iv) for the Requisite Regulatory Approvalshave a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation of the Merger and the other Transactions will not, not (i) conflict with or violate the memorandum and articles of association or equivalent organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) 5.05(b), have been obtained or taken and all filings and obligations described in Section 4.03(b5.05(b) have been mademade or satisfied, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance an Encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or permit or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property of their respective assets or asset of either of them properties is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would which are not, individually or in the aggregate, reasonably likely to prevent or materially delay consummation impair the ability of any Parent or Merger Sub to consummate the Merger and the other Transactions. (b) Other than (i) the filings and/or notices pursuant to Section 13 of the Transactions Exchange Act (including the joining of Parent and Merger Sub (and certain of their Affiliates) in the filing of the Schedule 13E-3, the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3, and the filing of a Schedule 13D with the SEC), (ii) compliance with the rules and regulations of NASDAQ, (iii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands pursuant to the Cayman Companies Law and related documentation and (iv) the AML Filing, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or otherwise authorizations required to be materially adverse to the ability of obtained by Parent and or Merger Sub to perform their material obligations under this Agreement. (b) The execution from, any Governmental Authority in connection with the execution, delivery and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will Merger and the other Transactions, except those that the failure to make or obtain are not, require any consentindividually or in the aggregate, approval, authorization reasonably likely to prevent or permit of, materially impair the ability of Parent or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant Merger Sub to Section 13 of consummate the Exchange Act Merger and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsother Transactions. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by THL and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement by THL and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent THL or Merger SubParent, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to THL or Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of THL or Parent or Merger Sub pursuant to, any Contract or obligation to which THL or Parent or Merger Sub is a party or by which THL or Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by THL or Parent or Merger Sub or otherwise be materially adverse to the ability of THL and Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by THL and Parent and Merger Sub do not, and the performance of this Agreement by THL and Parent and Merger Sub and the consummation by THL and Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for filings and/or notices pursuant to Section 13 compliance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLCompanies Law, and (iv) for the Requisite PRC Regulatory ApprovalsFilings. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub Purchaser do not, and the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Sub Purchaser of the transactions contemplated hereby will not, (i) conflict with or violate the memorandum and certificate of incorporation, articles of association incorporation or bylaws of either Parent or Merger SubPurchaser, (ii) assuming that all consents, approvals, authorizations subject to making the filings and other actions described obtaining the approvals identified in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made4.3(b), conflict with or violate any Law Law, Order or MOU applicable to Parent or Merger Sub any of its Subsidiaries or by which any property or asset of either Parent or any of them its Subsidiaries is bound or affected affected, or (iii) subject to making the filings, obtaining the approvals and effecting any other matters identified in Section 4.3 of the Parent Disclosure Letter, result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any rights 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 Parent or Merger Sub any of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its Subsidiaries is a party or by which Parent or Merger Sub any of its Subsidiaries or any property or asset of either Parent or any of them its Subsidiaries is bound or affected, except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, events, losses, rights, payments, cancellations, encumbrances or other occurrences that would could not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub Purchaser do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby by either of them will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for filings and/or notices pursuant to Section 13 (A) applicable requirements, if any, of the Exchange Act Act, (B) the pre-merger notification requirements of the HSR Act, (C) under Chapter 80B of the Minnesota Statutes and similar laws of other states, (D) the rules requirements of the CIBC Act, and regulations thereunder(E) the filing of articles of merger pursuant to the MBCA, or (ii) for compliance with the rules and regulations of the NYSEwhere failure to obtain such consents, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger approvals, authorizations or permits, or to make such filings or notifications could not, individually or in the Cayman Islands Government Gazette pursuant aggregate, reasonably be expected to the CICL, and (iv) for the Requisite Regulatory Approvalshave a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger, the Other Transactions and the Financing will not, (i) contravene, conflict with with, violate or violate result in a breach of the memorandum and articles respective certificates of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b3.05(b) and Section 4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to either Parent or Merger Sub or by which any property or asset of either of them is bound or affected Sub, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of either Parent or Merger Sub pursuant to, to any Contract or obligation to which either Parent or Merger Sub is a party or by which either Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Merger or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform from performing their material obligations under this Agreement. (b) The Assuming the accuracy of the representations and warranties of the Company contained in Section 3.05(b) of this Agreement, the execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger, the Other Transactions and the Financing will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with the rules and regulations pre-merger notification requirements of the NYSEHSR Act and the competition or merger control Laws of any other applicable jurisdiction, (iii) for the filing and recordation of appropriate merger documents as required by the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Plan of Merger Company Subsidiaries is qualified to do business, (iv) the filing and related documentation with clearance by the Registrar of Companies SEC of the Cayman Islands Proxy Statement and (v) where the publication of notification failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) or otherwise prevent or materially delay either Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Parent and Merger Sub, nor the Plan of Merger consummation by Parent and Merger Sub do notof the transactions contemplated hereby, and the performance of this Agreement and the Plan of Merger nor compliance by Parent and Merger Sub with this Agreement, will not, (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger SubOrganizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result filing with any third Person in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, accordance with any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them Parent or Merger Sub is bound or affected, exceptor result in the creation of a Lien, with respect to other than any Permitted Lien, upon any of the property or assets of Parent or Merger Sub, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences that as would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement No Consent of, registration, declaration or filing with or notice to any Governmental Authority is required to be obtained or made by or with respect to Parent and or Merger Sub do notin connection with the execution, delivery and the performance of this Agreement by Parent and Merger Sub and or the consummation by Parent and Merger Sub of the Transactions will nottransactions contemplated hereby, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements of and filings and/or notices pursuant to Section 13 of with the SEC in accordance with the Exchange Act and or the rules and regulations thereunderSecurities Act, (ii) for the registration of the Articles of Merger by the BVI Registrar, (iii) applicable requirements in accordance with foreign qualification, state securities or “blue sky” laws of various states, (iv) compliance with the applicable rules and regulations of the NYSE, (iiiv) for the filing approval of Parent, as the sole shareholder of Merger Sub as at the date hereof (or the approval of a Subsidiary of Parent), of the Plan of Merger and related documentation with the Registrar of Companies Merger, (vi) such other items required solely by reason of the Cayman Islands participation and the publication of notification identity of the Merger Company in the Cayman Islands Government Gazette pursuant to the CICLtransactions contemplated hereby, (vii) compliance with and filings or notifications in accordance with Antitrust Laws and (ivviii) for such other Consents, registrations, declarations, filings or notices the Requisite Regulatory Approvalsfailure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum certificate of incorporation, by-laws, and articles of association other charter and organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b4.3(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration acceleration, or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, to any material Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that would notwhich, individually or in the aggregate, would not prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of prevent Parent and Merger Sub to perform from performing any of their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization authorization, or permit of, or filing with with, or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of (1) the Exchange Act and the rules and regulations thereunderBlue Sky Laws, (ii2) for compliance with FINRA or the rules and regulations of the NYSE, and (3) HSR Act and equivalent requirements in Israel regarding antitrust or competition matters, (ii) the filings with the ISA under the Israeli Securities Law as may be required in connection with this Agreement, the Merger, and the other Transactions, (iii) for the filing of appropriate merger documents as required by applicable Law, (iv) making the Plan of Merger OCS Notification and related documentation with providing the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant OCS Undertaking to the CICLOCS, and (ivv) for such filings and consents that may be required solely by reason of the Requisite Regulatory Approvals. Company’s (cas opposed to any third party’s) participation in the Transactions, and (vi) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not prevent or materially delay consummation of the Transactions or otherwise prevent Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Holdco, Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Holdco, Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association (or equivalent organizational documents) of either Holdco, Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Holdco, Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Holdco, Parent or Merger Sub pursuant to, any Contract or obligation to which Holdco, Parent or Merger Sub is a party or by which Holdco, Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially impede, interfere with, hinder or delay consummation of any of the Transactions by Holdco, Parent or Merger Sub or otherwise be materially adverse to the ability of Holdco, Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Holdco, Parent and Merger Sub do not, and the performance of this Agreement by Holdco, Parent and Merger Sub and the consummation by Holdco, Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to compliance with the applicable requirements of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder, (ii) for compliance with the rules and regulations of the NYSENASDAQ, (iii) for the filing of the Plan Articles of Merger and related documentation with the Registrar Nevada Secretary of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette State pursuant to the CICLNRS, and (iv) for approval by, and filings and registrations and other requisite formalities with, SAFE with respect to the Requisite Regulatory Approvals. Debt Financing and (cv) where the failure to obtain or make, as applicable, any such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority would not be expected to, individually or in the aggregate, prevent or materially impede, interfere with, hinder or delay consummation of any of the Transactions by Holdco, Parent or Merger Sub has no secured creditors holding a fixed or floating security interestotherwise be materially adverse to the ability of Holdco, Parent or Merger Sub to perform their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub of this Agreement and each of the other Transaction Agreements to which such Person is a party do not, and the performance of this Agreement and each of the Plan of Merger other Transaction Agreements to which such Person is a party by Parent and or Merger Sub will not, (i) conflict with or violate the memorandum and articles certificate of association incorporation or bylaws of either Parent or the certificate of incorporation or bylaws of Merger Sub, or (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate in any material respect any Law or Order in each case applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub its or any property of their respective properties, rights or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will this Agreement shall not, require any consent, approval, authorization Parent or permit Merger Sub to obtain the Approval of, observe any waiting period imposed by, or make any filing with or notification to, any Person or Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan Certificate of Merger and related documentation in accordance with Delaware law, antitrust filings under the Registrar of Companies HSR Act or any applicable foreign jurisdictions, compliance with applicable requirements of the Cayman Islands Securities Act and the publication compliance with any applicable foreign of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLstate securities or “blue sky” laws, such Approvals as have already been obtained and (iv) for the Requisite Regulatory Approvalssuch Approvals as would not have a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by the Assignor of this Agreement and the Plan of Merger by Parent and Merger Sub Additional Agreements do not, and the performance consummation of this Agreement the transactions contemplated hereby and the Plan of Merger by Parent and Merger Sub thereby will not, (i) conflict with or violate the memorandum and articles certificate of association incorporation, Memorandum or Articles of either Parent Association or Merger Subsimilar organisational or governing document of the Assignor, or any affiliate thereof as the case may be; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law local or foreign laws, rules, statutes, ordinances, regulations, judgments, settlement agreements, orders or decrees or arbitration proceedings or pronouncements (collectively "Laws") applicable to Parent the Assignor or Merger Sub any affiliate thereof, the Business or the Transferred Assets or by which the Assignor or any property affiliate thereof, the Business or asset of either of them is the Transferred Assets are bound or affected affected; or (iii) result in any material breach of, of or constitute a material default (or an event that, that with notice or lapse of time or both, both would become a material default) under, or give to others any rights other person 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 Parent or Merger Sub the Transferred Assets pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent the Assignor or Merger Sub any affiliate thereof is a party or by which Parent or Merger Sub the Assignor or any property affiliate thereof, the Business or asset of either of them is the Transferred Assets are bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement.; and (b) The execution execution, delivery and delivery performance by the Assignor of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub Additional Agreements do not and the consummation by Parent and Merger Sub of the Transactions will nottransactions contemplated hereby and thereby do not require the Assignor or any of its affiliates to seek, require obtain or receive any consent, approval, authorization authorisation or permit offrom, or make any filing with or notification to, any Governmental Authoritygovernmental agency, authority or court or any other person, body or committee except (i) for any consents, approvals any authorisations or permits as have been obtained or filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunderor notifications as have been made, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger or as would not singly or in the Cayman Islands Government Gazette pursuant to the CICLaggregate if not obtained or made, and (iv) for the Requisite Regulatory Approvalshave a Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and consummation of the Transactions will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming (solely with respect to performance of this Agreement and the consummation of the Transactions) that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedbound, except, with respect to clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, right or other occurrences that occurrence which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementSub. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to compliance with the applicable requirements of Section 13 of the Exchange Act and the rules and regulations thereunderpromulgated thereunder (including the filing of a Schedule 13E-3 and furnishing of the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 and Proxy Statement to respond to comments of the SEC, if any, on such documents), (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsconsents, approvals, authorizations or permits of, or filings with or notifications to the Governmental Authorities with authority over the enforcement of applicable antitrust or competition Laws in any jurisdiction that is material to the business of Parent or the Company, and (v) where the failure to obtain or make, as applicable, any such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority would not, individually or in the aggregate, be expected to, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Except as contemplated under the Financing Documents, Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by each of this Agreement Parent, Merger Sub and Intermediate Holdco of, in the Plan case of Merger by Parent and Merger Sub, this Agreement and, in each case, the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby by Parent, Merger Sub do notand Intermediate Holdco, as applicable, and the performance compliance by each of this Agreement and the Plan of Merger by Parent and Parent, Merger Sub and Intermediate Holdco, as applicable with any of the terms or provisions hereof or thereof, as applicable, will not, not (i) conflict with or violate the memorandum and articles Constituent Documents of association of either Parent Parent, Merger Sub or Merger SubIntermediate Holdco, (ii) assuming that all consentsthe Governmental Approvals referred to in clauses (i), approvals, authorizations (iii) and other actions described in (iv) of Section 4.03(b3.05(b) have been are obtained and all filings and obligations described the filing in clause (ii) of Section 4.03(b3.05(b) have been is made, conflict with or violate any Law Law, judgment, writ or injunction of any Governmental Entity applicable to Parent or Parent, Merger Sub or Intermediate Holdco or by which any property of their properties or asset of either of them is assets are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event thatwhich, with notice or notice, lapse of time or both, would become a default) under, result in the loss of a benefit under or give to others any rights right of termination, amendment, acceleration acceleration, payment or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent contract, agreement, lease, license, permit, franchise or Merger Sub pursuant to, any Contract other instrument or obligation to which Parent or Parent, Merger Sub or Intermediate Holdco is a party or by which Parent or Parent, Merger Sub or Intermediate Holdco or any property of their properties or asset of either of them assets is 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 that which would not, or would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the performance by each of Parent, Merger Sub or Intermediate Holdco of any of its obligations under this Agreement or the Ancillary Agreements to which it is a party or the consummation of any of the Transactions by transactions contemplated hereby or thereby (a “Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect“). (b) The execution execution, delivery and delivery performance by each of Parent, Merger Sub and Intermediate Holdco of this Agreement by Parent and Merger Sub do not, and the performance Ancillary Agreements to which it is a party and the consummation of this Agreement the transactions contemplated hereby and thereby by Parent and Parent, Merger Sub and the consummation by Parent and Merger Sub of the Transactions Intermediate Holdco, as applicable, will not, not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity by Parent, Merger Sub or Intermediate Holdco, except for (i) for filings and/or notices pursuant to Section 13 of the Exchange Act Governmental Approvals and the rules and regulations thereunder, (ii) for compliance with any other Consents, filings or notifications the rules and regulations failure of which to be obtained or made would not, individually or in the NYSEaggregate, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of have or reasonably be expected to have a Parent Material Adverse Effect. No Consent is required to consummate the Merger in or the Cayman Islands Government Gazette pursuant to other transactions contemplated hereby under the CICL, and (iv) Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 or any foreign antitrust Law because the Principal Stockholder will retain sole control over the Surviving Corporation after the Merger for the Requisite Regulatory Approvalspurposes of all such Laws. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan consummation of the Merger by Parent and Merger Sub Sub, do not and will not, not (i) conflict with or violate the memorandum and articles respective certificates of association incorporation or bylaws (or similar governing documents) of either Parent or Merger Sub, (ii) assuming that all consents, approvalsapprovals and authorizations contemplated by Section 4.3(b) have been obtained, authorizations and other actions all filings described in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties or assets are bound or affected or (iii) (A) result in any breach of, or violation of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or (B) give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration of any obligation or cancellation ofloss of any benefit, or (C) result in the creation of a Lien or other encumbrance any Encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant tounder, any Contract or obligation to which Parent or Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent or Parent, Merger Sub or any property of their respective Subsidiaries or asset any of either of them is bound their respective properties or affectedassets are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences occurrence that would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance each of this Agreement by Parent and Merger Sub and the consummation of the Merger by each of Parent and Merger Sub of the Transactions do not and will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental AuthorityEntity, except for (i) for filings and/or notices pursuant to Section 13 applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws, (ii) for compliance with the rules and regulations applicable requirements of the NYSEHSR Act, (iii) for the applicable requirements of the New York Stock Exchange, (iv) the filing of the Plan Certificate of Merger and related documentation any franchise tax report with the Registrar Secretary of Companies State of the Cayman Islands and the publication State of notification of the Merger in the Cayman Islands Government Gazette Delaware pursuant to the CICLDGCL, and (ivv) for any such consent, approval, authorization, permit, action, filing or notification the Requisite Regulatory Approvalsfailure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) Section 4.3.1 The execution and delivery of this Agreement and each Ancillary Agreement to which Parent or the Plan of Merger by Parent and Merger Sub Purchaser is a party do not, and the performance of this Agreement and the Plan of Merger thereof by Parent and Merger Sub the Purchaser will not, (iA) conflict with or violate any provision of the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger Subthe Purchaser, (iiB) (assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b) 4.3.2 have been obtained and all filings and obligations notifications described in Section 4.03(b) 4.3.2 have been made, made and any waiting periods thereunder have terminated or expired) conflict with or violate any Law applicable to Parent or Merger Sub the Purchaser or any other subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of either of them Parent, the Purchaser or any Parent Subsidiary is bound or affected or (iiiC) result in any breach of, any loss of any benefit under or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights 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 Parent, the Purchaser or any Parent or Merger Sub Subsidiary pursuant to, any Contract or obligation contract that is material to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementParent. (b) Section 4.3.2 The execution and delivery of this Agreement by and each Ancillary Agreement to which Parent and Merger Sub or the Purchaser is a party do not, and the performance of this Agreement hereof and thereof by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity or other person, except (iA) for filings and/or notices pursuant to Section 13 of under the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with Securities Act, any applicable Blue Sky Law, the rules and regulations of the NYSE, (iii) for the Exchange and filing of the Plan Certificate of Merger as required by the DGCL and related documentation with (B) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the Registrar of Companies aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Cayman Islands and Offer or the publication Merger, (2) otherwise prevent or materially delay performance by Parent or the Purchaser of notification any of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and their material obligations under this Agreement or any Ancillary Agreement or (iv3) for the Requisite Regulatory Approvalshave a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent and the Purchaser of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and the Purchaser, and the consummation by Parent and the Purchaser of the Merger Sub and the other transactions contemplated hereby will not, (i) conflict with or violate any provision of the memorandum and articles certificate of association incorporation or bylaws of either Parent or Merger Subthe Purchaser, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(b5.3(b) have been obtained or taken prior to the Effective Time and all filings and obligations notifications described in Section 4.03(b5.3(b) have been mademade and any waiting periods thereunder have terminated or expired prior to the Effective Time, conflict with or violate any Law applicable to Parent or Merger Sub and its Affiliates (collectively, the “Parent Group”) or by which any property or asset of either any member of them the Parent Group is bound or affected or (iii) violate, conflict with, require any consent or approval under, result in any breach of, result in loss of any benefit under, or constitute a default (or an event that, which with notice or lapse of time or both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance any Liens on any property or asset of Parent or Merger Sub the Purchaser pursuant to, any Contract or obligation to which Parent or Merger Sub the Purchaser is a party or by which Parent any of their respective properties or Merger Sub or any property or asset of either of them is assets are bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by not have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery by Parent and the Purchaser of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub the Purchaser, and the consummation by Parent and Merger Sub the Purchaser of the Transactions Merger and the other transactions contemplated hereby will not, require Parent or the Purchaser to obtain any consent, approval, authorization or permit of, or make any filing with or notification to, any Governmental AuthorityEntity, except other than (i) for filings and/or notices pursuant to Section 13 compliance with the applicable requirements of the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with the applicable requirements of the Securities Act, (iii) compliance with any applicable state securities, takeover or “blue sky” Laws, (iv) filings with the SEC as may be required by Parent or the Purchaser in connection with this Agreement and the transactions contemplated hereby, (v) such filings as may be required under the rules and regulations of the NYSENASDAQ, (iiivi) for compliance with any applicable requirements of the HSR Act, (vii) the filing and recording of the Plan Certificate of Merger and related documentation with as required by the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, DGCL and (ivviii) for where the Requisite Regulatory Approvalsfailure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not have a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) Section 4.3.1 The execution and delivery of this Agreement and the Plan of Merger by each Ancillary Agreement to which Parent and or Merger Sub is a party do not, and the performance of this Agreement and the Plan of Merger thereof by Parent and Merger Sub will not, (iA) conflict with or violate any provision of the memorandum and articles Articles of association Incorporation or Bylaws of either Parent or Merger Sub, (iiB) assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b) 4.3.2 have been obtained and all filings and obligations notifications described in Section 4.03(b) 4.3.2 have been mademade and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or Merger Sub or any other subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of either of them Parent, Merger Sub or any Parent Subsidiary is bound or affected or (iiiC) result in any breach of, or any loss of any benefit under, constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights 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 Parent or Merger Sub pursuant toParent, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property Parent Subsidiary pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, other instrument or asset of either of them is bound or affectedobligation, except, with respect to clauses (iiB) and (iiiC), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of any of the Transactions Merger, (2) otherwise prevent or materially delay performance by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform any of their material obligations under this AgreementAgreement or any Ancillary Agreement or (3) have a Parent Material Adverse Effect. (b) Section 4.3.2 The execution and delivery of this Agreement by and each Ancillary Agreement to which Parent and or Merger Sub is a party do not, and the performance of this Agreement hereof and thereof by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity or other person, except (iA) for filings and/or notices pursuant to Section 13 of under the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with Securities Act, any applicable Blue Sky Laws, the rules and regulations of the NYSEExchange, foreign or supranational antitrust and competition laws, filing and recordation of the Articles of Merger as required by the NRS and as otherwise set forth in Section 4.3.2 of the Parent Disclosure Schedule and (B) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Merger, (iii2) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) otherwise prevent or materially delay performance by Parent or Merger Sub has no secured creditors holding of any of their material obligations under this Agreement or any Ancillary Agreement or (3) have a fixed or floating security interestParent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent each Ancillary Agreement to which BRPA and Merger Sub do are party by BRPA and Merger Sub does not and will not, and the consummation by BRPA and Merger Sub of the transactions contemplated hereby and thereby does not and will not, and the performance of this Agreement and the Plan of Merger each such Ancillary Agreements by Parent BRPA and Merger Sub will shall not, : (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Subtheir respective Charter Documents, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or Legal Requirements, (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or materially impair BRPA’s or Merger Sub’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of Parent BRPA or Merger Sub (other than Permitted Liens) pursuant to, any Contract BRPA Contracts or obligation (iv) result in the triggering, acceleration or increase of any payment to which Parent any Person pursuant to any BRPA Contract, including any “change in control” or Merger Sub is a party or by which Parent or Merger Sub or similar provision of any property or asset of either of them is bound or affectedBRPA Contract, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults defaults, impairments, alterations triggerings, accelerations, increases or other occurrences that would not, individually or and in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a BRPA Material Adverse Effect. (b) The execution and delivery of this Agreement and each Ancillary Agreement by Parent BRPA and Merger Sub do not and will not, and the performance of this Agreement by Parent their respective obligations hereunder and Merger Sub and the consummation by Parent and Merger Sub of the Transactions thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity or other third party (including, without limitation, lenders and lessors), except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act Act, state securities laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which BRPA or Merger Sub is qualified to do business, (ii) for compliance with the rules filing of any notifications required under the HSR Act and regulations the expiration of the NYSErequired waiting period thereunder, and (iii) for where the filing of failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the Plan of Merger and related documentation with aggregate, reasonably be expected to prevent the Registrar of Companies of the Cayman Islands and the publication of notification consummation of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) or otherwise prevent BRPA or Merger Sub has no secured creditors holding from performing its material obligations under this Agreement on a fixed or floating security interesttimely basis.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum Memorandum and articles Articles of association Association or other organizational documents of either Parent or Merger Subany Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(bSections 4.04 and 4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any Parent Subsidiary is a party or by which Parent or Merger Sub any Parent Subsidiary or any property of their properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions by or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material from performing its obligations under this Agreement. (b) The execution Agreement and delivery of this Agreement by Parent and Merger Sub do notcould not reasonably be expected, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization individually or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant aggregate, to the CICL, and (iv) for the Requisite Regulatory Approvalshave a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement their respective obligations hereunder and the Plan consummation of Merger the Transactions by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles certificate of association incorporation, bylaws or equivalent organizational documents of either Parent or Merger Sub, any of its subsidiaries; (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made4.5(b), conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which any property or asset of either of them is their respective properties are bound or affected affected; or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or alter the rights or obligations of any third party or Parent or its subsidiaries under, or give to others any rights 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 Parent or Merger Sub any of its subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or any property or asset of either of them is their respective properties are bound or affected, except, with respect to except in the cases of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would notnot prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent and Sub from performing their respective obligations under this Agreement in any material respect, and would not have, individually or in the aggregate, prevent or materially delay consummation of any a Material Adverse Effect. Section 4.5(a) of the Transactions Parent Disclosure Letter lists all material consents, waivers and approvals under any agreements, contracts, licenses or leases required to be obtained by Parent or Merger Sub or otherwise be materially adverse to its subsidiaries in connection with the ability consummation of Parent and Merger Sub to perform their material obligations under this Agreementthe Transactions. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement their respective obligations hereunder and the consummation of the Transactions by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Authority, Entity except (i) for filings and/or notices pursuant the filing of documents to Section 13 satisfy the applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderstate takeover laws, (ii) for compliance the filing with the SEC of the Proxy Statement and the declaration of effectiveness of the S-4 by the SEC, (iii) the filing of the Illinois Articles of Merger with, and the issuance of the Illinois Certificate of Merger by, the Secretary of State of the State of Illinois, (iv) filings under the rules and regulations of the NYSENASD, (iiiv) for filings under state securities laws ("Blue Sky Laws"), and (vii) where the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications (A) would not prevent or delay consummation of the Merger in any material respect or otherwise prevent or delay in any material respect Parent or Sub from performing their respective obligations under this Agreement or (B) would not, individually or in the Cayman Islands Government Gazette pursuant to the CICLaggregate, and (iv) for the Requisite Regulatory Approvalshave a Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, Assuming (i) conflict compliance with the HSR Act and any requirements of any foreign or violate the memorandum and articles of association of either Parent or Merger Subsupranational antitrust laws, (ii) assuming that all consentsthe requirements of the Exchange Act and any applicable state securities or “blue sky” laws are met, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any filing of the Transactions Certificate of Merger and other appropriate merger documents, if any, as required by Parent or Merger Sub or otherwise be materially adverse to the ability DGCL is made, none of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The the execution and delivery of this Agreement by the Parent or the Purchaser, the consummation by the Parent or the Purchaser of the transactions contemplated by this Agreement, or compliance by the Parent or the Purchaser with any of the provisions of this Agreement will (A) conflict with or violate the organizational documents of the Parent or the Purchaser, (B) conflict with or violate any statute, ordinance, rule, regulation, order, judgment, or decree applicable to the Parent or the Purchaser, or any of their subsidiaries, or by which any of them or any of their respective properties or assets may be bound or affected, or (C) conflict with or result in a violation of the terms of any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise, or other instrument or obligation to which Parent or the Purchaser, or any of their respective subsidiaries, is a party or by which any of their respective properties or assets may be bound or affected, which, in the case of clauses (A), (B) or (C), could reasonably be expected to have a Material Adverse Effect on Parent. (b) None of the execution and Merger Sub do not, and the performance delivery of this Agreement by the Parent and Merger Sub and the Purchaser, the consummation by the Parent and Merger Sub the Purchaser of the Transactions will not, require any consent, approval, authorization or permit oftransactions contemplated by this Agreement, or filing compliance by the Parent and the Purchaser with any of the provisions of this Agreement will require Parent or notification to, Purchaser to obtain any Consent of any Governmental AuthorityEntity, except for (i) for filings and/or notices pursuant to Section 13 compliance with any applicable requirements of the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with the rules and regulations filing of the NYSECertificate of Merger pursuant to the DGCL, (iii) for the filing of the Plan of Merger and related documentation compliance with applicable state securities or “blue sky” laws, (iv) compliance with the Registrar HSR Act and any requirements of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLany foreign or supranational antitrust laws, and (ivv) for Consents the Requisite Regulatory Approvalsfailure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect on Parent. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement or the Tender and the Plan of Merger Voting Agreement by Parent and Merger Sub do notthe Purchaser, the consummation by Parent and the performance Purchaser of the transactions contemplated hereby or thereby or compliance by Parent and the Purchaser with any of the provisions hereof or thereof will require any Consent of any Governmental Entity or person who is not a Governmental Entity, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of a certificate of merger pursuant to the New Jersey Act, (iii) applicable state takeover and environmental statutes and (iv) compliance with the HSR Act. (b) Except as set forth in clause (a) of this Section 5.03, none of the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub or the Purchaser, the consummation by Parent or the Purchaser of the transactions contemplated hereby or compliance by Parent or the Purchaser with any of the provisions hereof will not, (i) conflict with or violate the memorandum and articles organizational documents of association of either Parent or Merger Subthe Purchaser, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub the Purchaser, or any of their subsidiaries, or by which any property or asset of either of them is or any of their respective properties or 18 22 assets may be bound or affected affected, or (iii) result in a Violation pursuant to any breach ofnote, or constitute a default (or an event thatbond, with notice or lapse of time or bothmortgage, would become a default) underindenture, or give to others any rights of terminationcontract, amendmentagreement, acceleration or cancellation oflease, or result in the creation of a Lien license, permit, franchise or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract instrument or obligation to which Parent or Merger Sub the Purchaser, or any of their respective subsidiaries, is a party or by which Parent any of their respective properties or Merger Sub or any property or asset of either of them is assets may be bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b4.3(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a defaultdefault or breach) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, or result in the loss of a material benefit under any Contract filed by Parent with the SEC, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notthat, individually or in the aggregate, would not prevent or materially delay consummation of any of the Transactions by or otherwise prevent Parent or Merger Sub or otherwise be materially adverse to the ability from performing any of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of (x) the Exchange Act and Blue Sky Laws, (y) the rules HSR Act and regulations thereundersimilar requirements in foreign countries under applicable Antitrust Table of Contents Laws and (z) the filing and recordation of the Certificate of Merger pursuant to the DGCL, and (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, individually or in the aggregate, would not prevent or materially delay consummation of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Transactions or otherwise prevent Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger Shareholder Agreement by Parent and Merger Sub Purchaser do not, and the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Sub Purchaser of the transactions contemplated hereby and thereby will not, (i) conflict with or violate the memorandum and articles of association incorporation, bylaws or other similar constituent documents of either Parent or Merger Subany of its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law or Order applicable to Parent or Merger Sub any of its Subsidiaries or by which any property or asset of either Parent or any of them its Subsidiaries is bound or affected affected, or (iii) subject to making the filings, obtaining the approvals and effecting any other matters identified in Section 4.3(b), result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under, or give to others any rights 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 Parent or Merger Sub any of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its Subsidiaries is a party or by which Parent or Merger Sub any of its Subsidiaries or any property or asset of either Parent or any of them its Subsidiaries is bound or affected, exceptexcept (A) in the case of clauses (i), with respect to (ii) and (iii), for the Parent Financing Approvals, and (B) in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, events, losses, rights, payments, cancellations, encumbrances or other occurrences that would could not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement and the Shareholder Agreement by Parent and Merger Sub Purchaser do not, and the performance of this Agreement by Parent and Merger Sub the Shareholder Agreement and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby by either of them will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for filings and/or notices pursuant to Section 13 (A) applicable requirements, if any, of the Exchange Act Act, (B) the applicable pre-merger notification requirements of the HSR Act, and any other required filings with or approvals of foreign competition authorities, (C) the rules Parent Financing Approvals, and regulations thereunder(D) the filing of articles of merger pursuant to the NRS, and (ii) for compliance with the rules and regulations of the NYSEwhere failure to obtain such consents, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger approvals, authorizations or permits, or to make such filings or notifications, could not, individually or in the Cayman Islands Government Gazette pursuant aggregate, reasonably be expected to the CICL, and (iv) for the Requisite Regulatory Approvalshave a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) Section 4.3.1 The execution and delivery of this Agreement and each Ancillary Agreement to which Parent or the Plan of Merger by Parent and Merger Sub Purchaser is a party do not, and the performance of this Agreement hereof and the Plan of Merger thereof by Parent and Merger Sub the Purchaser will not, not (iA) conflict with or violate any provision of the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger Subthe Purchaser, (iiB) (assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b) 4.3.2 have been obtained and all filings and obligations notifications described in Section 4.03(b) 4.3.2 have been made, made and any waiting periods thereunder have terminated or expired) conflict with or violate any material Law applicable to Parent or Merger Sub the Purchaser or any other subsidiary of Parent (each a "Parent Subsidiary" and, collectively, the "Parent Subsidiaries") or by which any property or asset of either of them Parent, the Purchaser or any Parent Subsidiary is bound or affected or (iiiC) require any consent or approval under, result in any breach of, any loss of any benefit under or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent, the Purchaser or any Parent or Merger Sub Subsidiary pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementobligation. (b) Section 4.3.2 The execution and delivery of this Agreement by and each Ancillary Agreement to which Parent and Merger Sub or the Purchaser is a party do not, and the performance of this Agreement hereof and thereof by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions Purchaser will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity or any other person, except (iA) for filings and/or notices pursuant to Section 13 of under the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with Securities Act, any applicable Blue Sky Law, the rules and regulations of the NYSEExchange, (iii) for the HSR Act, foreign or supranational antitrust and competition laws, and the filing and recordation of the Plan Certificate of Merger as required by the DGCL and related documentation with (B) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the Registrar of Companies aggregate, reasonably be expected to (1) prevent or materially delay consummation of the Cayman Islands and the publication of notification of Offer or the Merger in or (2) otherwise prevent or materially delay performance by Parent or the Cayman Islands Government Gazette pursuant to Purchaser of any of their material obligations under this Agreement or the CICL, and (iv) for the Requisite Regulatory ApprovalsAncillary Agreements. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub the Purchaser do not, and the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Sub Purchaser of the transactions contemplated hereby will not, (i) conflict with or violate the memorandum and articles (certificate) of association incorporation or bylaws of either Parent or Merger SubPurchaser, (ii) assuming that all consents, approvals, authorizations subject to making the filings and other actions described obtaining the approvals identified in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made4.3(b), conflict with or violate any Law or Order applicable to Parent or Merger Sub any of its Subsidiaries or by which any property or asset of either Parent or any of them its Subsidiaries is bound or affected or (iii) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, result in the loss of a material benefit under or give to others any rights 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 or asset of Parent or Merger Sub any of its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its Subsidiaries is a party or by which Parent or Merger Sub any of its Subsidiaries or any property or asset of either Parent or any of them its Subsidiaries is bound or affected, except, with respect to in the case of clauses (ii) and (iii)) only, for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub Purchaser do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby by either of them will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except for (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with the rules and regulations pre-merger notification requirements of the NYSE, HSR Act and (iii) for the filing of the Plan a certificate of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette merger pursuant to the CICLDGCL, and (iv) for where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the Requisite Regulatory Approvalsaggregate, have a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and articles respective certificates of association incorporation, bylaws or other organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (iv) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) result in any breach of, or violation of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) or result in the loss of a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any property or asset of either of them 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, acceleration, loss, right or other occurrences occurrence that would not, individually or in the aggregate, not prevent or materially delay the consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementtransactions contemplated hereby. (b) The execution execution, delivery and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby by each of Parent and Merger Sub of the Transactions do not and will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental AuthorityEntity, except for (i) for filings and/or notices pursuant to Section 13 the applicable requirements, if any, of the Exchange Act and the rules and regulations promulgated thereunder, and state securities, takeover and “blue sky” laws, (ii) for compliance the filing with the rules Maryland State Department of Assessments and regulations Taxation of the NYSEArticles of Merger as required by the MGCL, (iii) for the filing applicable requirements of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, Foreign Antitrust Laws and (iv) for any such consent, approval, authorization, permit, action, filing or notification the Requisite Regulatory Approvalsfailure of which to make or obtain would not prevent or materially delay the consummation of the transactions contemplated hereby. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation by Parent and Merger Sub of the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Merger Sub with the provisions of this Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or other assets of Parent or Merger Sub under (i) the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or any of their respective properties, rights or other assets is subject or (iii) assuming the consents, approvals, filings and other matters referred to Section 4.03(b) are duly obtained or made, any Law or Order applicable to Parent or Merger Sub or their respective properties or other assets, other than, in the case of clauses (ii) and (ii), any such conflicts, violations, breaches, defaults, rights of termination, modification, cancellation or acceleration, losses or Liens that individually or in the aggregate would not reasonably be likely to prevent, materially delay or materially impede the ability of Parent to consummate the Merger or the other transactions contemplated by this Agreement. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation of the Merger or the other transactions contemplated by this Agreement by Parent and Merger Sub of the Transactions do not and will not, not require any consent, approval, order or authorization of, action by or permit in respect of, or registration, declaration or filing with or notification towith, any Governmental Authority, Entity except for (a) (i) for filings and/or notices pursuant to Section 13 the filing of a premerger notification and report form by Parent under the Exchange HSR Act and the rules termination of the waiting period required thereunder and regulations thereunder(ii) the receipt, termination or expiration, as applicable, of approvals or waiting periods required under any other applicable Antitrust Law, (ii) for compliance the filing with the rules SEC of (x) the Proxy Statement and regulations of (y) such reports under the NYSEExchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (iii) for the filing of the Plan Certificate of Merger and related documentation with the Registrar Secretary of Companies State of the Cayman Islands State of Delaware, (iv) any filings with and the publication approvals of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLNasdaq, and (ivv) for such other consents, approvals, orders, authorizations, actions, registrations, declarations and filings the Requisite Regulatory Approvalsfailure of which to be obtained or made would not reasonably be likely to prevent, materially delay or materially impede the ability of Parent to consummate the Merger or the other transactions contemplated by this Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan consummation of Merger the transactions contemplated hereby by each of Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property of their respective properties or asset of either of them assets is bound or affected subject, (ii) violate or conflict with the certificate of formation or limited liability company agreement, or certificate of incorporation or bylaws or other organizational documents, of Parent or Merger Sub, or (iii) result in any breach of, of or constitute a default (or an event thatwhich, with notice or lapse of time or both, both would become a default) under, or give to others any rights of terminationmodification, amendment, acceleration termination or cancellation under, or create or accelerate (alone or upon the occurrence of any subsequent event) any right to payment under, or result in a modification of, or result in the creation of a Lien or other encumbrance on any of the property or asset assets of any of Parent or Merger Sub pursuant to, any Contract loan or obligation credit agreement, note, bond, mortgage, indenture, or any lease or other contract, undertaking, arrangement, agreement or Permit to which any of Parent or Merger Sub is a party or by or to which any of Parent or Merger Sub or any property of their respective properties or asset of either of them assets is bound or affectedsubject, exceptother than such conflicts and violations referred to in clause (i) and for such breaches, with respect defaults, modifications, terminations, cancellations, accelerations and payments referred to clauses in clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material from performing its obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except Except for (i) for filings and/or notices pursuant to Section 13 compliance with the applicable requirements, if any, of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderpromulgated thereunder (the "Exchange Act"), (ii) for compliance with and the Securities Act of 1933, as amended, and the rules and regulations of promulgated thereunder (the NYSE"Securities Act"), and (iiiii) for the filing of the Plan Certificate of Merger and related documentation with the Registrar Secretary of Companies State of the Cayman Islands State of Delaware as required by the DGCL (the requirements and filings referred to in clauses (i) and (ii) being referred to together as the publication "Required Parent Consents"), neither Parent nor Merger Sub is required to obtain or make any Consent of notification any Governmental Entity or third party in connection with the execution, delivery or performance of this Agreement or the consummation of the Merger transactions contemplated hereby, other than such Consents the failure of which to obtain or make would not, individually or in the Cayman Islands Government Gazette pursuant aggregate, reasonably be expected to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) prevent Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing its obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger ancillary agreements to which B is a party by Parent and Merger Sub B do not, and the performance of this Agreement and the Plan ancillary agreements to which B is a party by B and the consummation by B of Merger by Parent the transactions contemplated hereby and Merger Sub thereby will not, (i) conflict with or violate the memorandum and articles Articles of association Incorporation or Bylaws of either Parent or Merger SubB, (ii) assuming that all consents, approvals, authorizations authorizations, notifications and other actions described identified in Section 4.03(b3.05(b) and the related section of the B Disclosure Schedule have been obtained and all filings and obligations described in Section 4.03(b3.05(b) have been mademade or complied with, conflict with or violate any Law foreign or domestic (federal, state or local) law, statute, ordinance, rule, regulation, order, judgment or decree ("LAW") applicable to Parent or Merger Sub B or by which any property or asset of either of them B is bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights 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 Parent or Merger Sub B pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or obligation to which Parent other instrument or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedobligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially have a B Material Adverse Effect, have a material adverse to effect on the ability of Parent and Merger Sub B to perform their material its obligations under this Agreementhereunder or thereunder or materially impair or delay the consummation of the transactions contemplated hereby or thereby. (b) The execution and delivery of this Agreement and the ancillary agreements to which B is a party by Parent and Merger Sub B do not, and the performance of this Agreement and the ancillary agreements to which B is a party by Parent and Merger Sub B and the consummation by Parent and Merger Sub B of the Transactions transactions contemplated hereby and thereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityUnited States (federal, state or local) or foreign government or governmental, regulatory or administrative authority, agency or commission ("GOVERNMENTAL AUTHORITY"), except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, Securities Exchange Act of 1934 (the "EXCHANGE ACT"), the Trust Indenture Act, state securities or "blue sky" laws ("BLUE SKY LAWS"), the American Stock Exchange ("AMEX"), the Pacific Stock Exchange ("PSE"), the notice requirements of the FCC, FAA and DOT, state takeover laws, the Worker Adjustment and Retiring Notification Act or any similar state law (collectively, "WARN"), the notice requirements of the Hawaii Dislocated Workers Act, the pre-merger notification requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunderthereunder (the "HSR ACT"), Hawaii antitrust and trade regulation laws, and filing and recordation of the Articles of Merger as required by the HBCA and the filing of any Certificate of Merger as required by the DLLCA (or, if any Drop-Down Condition is satisfied, the DGCL) and (ii) for compliance with where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the rules and regulations aggregate, have a B Material Adverse Effect, have a material adverse effect on the ability of B to perform its obligations hereunder or thereunder or materially impair or delay the consummation of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalstransactions contemplated hereby or thereby. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co and the consummation by each of Parent and Merger Co of the Merger will not, (i) conflict with or violate the memorandum and articles respective Charter Documents of association of either Parent or Merger SubCo, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to either Parent or Merger Sub Co or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of either Parent or Merger Sub Co pursuant to, to any Contract or obligation to which either Parent or Merger Sub Co is a party or by which either Parent or Merger Sub Co or any property of their respective properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay beyond the Expiration Date consummation of any of the Transactions by Merger or otherwise prevent or delay beyond the Expiration Date either Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their Co from performing its material obligations under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub Co do not, and the performance of this Agreement by each of Parent and Merger Sub Co and the consummation by each of Parent and Merger Sub Co of the Transactions Merger will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for those consents, approvals, authorizations, or permits or such filings or notifications referred to in Section 3.05(b)(i) through (i) for vi), and such other consents, approvals, authorizations or permits or such filings and/or notices pursuant or notifications, the failure of which to Section 13 of obtain or make, would not, individually or in the Exchange Act and aggregate, prevent or delay beyond the rules and regulations thereunder, (ii) for compliance with Expiration Date the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification consummation of the Merger in or otherwise prevent or delay beyond the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory ApprovalsExpiration Date either Parent or Merger Co from performing its material obligations under this Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution Except as set forth in Section 4.5 of the Parent Schedule of Exceptions, the execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub Sub, do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, not (i) conflict with or violate the memorandum and articles respective certificates or certificate of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (vii) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties are bound or affected or (iii) (A) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default), (B) result in the loss of a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or (C) result in the creation of a any Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub pursuant tounder, any Contract or obligation Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them 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, acceleration, loss, right or other occurrences that occurrence which would not, or would not reasonably be expected to, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby by each of Parent and Merger Sub of the Transactions do not and will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental AuthorityEntity, except for (i) for filings and/or notices pursuant to Section 13 the applicable requirements, if any, of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, including the filing of such reports under Sections 13 and 16 of the Exchange Act as may be required in connection with the transactions contemplated hereby, (ii) for compliance with the rules applicable requirements, if any, under state securities, takeover and regulations of the NYSE“blue sky” laws, (iii) for the applicable requirements of NASDAQ, (iv) the filing with the Secretary of State of the Plan State of California of the Certificate of Merger and related documentation with as required by the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLCGCL, and (ivv) for any such consent, approval, authorization, permit, action, filing or notification the Requisite Regulatory Approvalsfailure of which to make or obtain would not individually or in the aggregate, have or reasonably be expected to have, a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, and the Plan consummation of the Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles certificate of association incorporation or bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 4.03(b) have been obtained and that all filings and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been mademade or taken, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMerger. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for filings and/or notices pursuant to Section 13 of under the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with the rules filing and regulations recordation of the NYSEappropriate merger documents as required by DGCL, and (iii) for where the filing failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory ApprovalsMerger. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will shall not, (i) conflict with or violate the memorandum and articles certificate of association incorporation or by-laws or any equivalent organizational documents of either Parent or Merger Subany Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations notifications described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract or obligation to which Parent or Merger Sub any Parent Subsidiary is a party or by which Parent or Merger Sub any Parent Subsidiary or any property of their properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that described in such clauses which would notnot reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform their material from performing its obligations under this AgreementAgreement and would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act Act, Blue Sky Laws, the HSR Act, the competition Laws of Germany and filing and recordation of the rules Certificate of Merger, and regulations thereunder, (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the NYSETransactions, (iii) for the filing of the Plan of Merger or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger would not reasonably be expected, individually or in the Cayman Islands Government Gazette pursuant aggregate, to the CICL, and (iv) for the Requisite Regulatory Approvalshave a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance consummation of this Agreement and the Plan of Merger by Parent and Merger Sub Transactions will not, : (i) conflict with or violate the memorandum and articles certificate of association incorporation or by-laws or other organizational or governing documents of either Parent or Merger Sub, ; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(bsubsection (b) have been obtained and all filings and obligations described in Section 4.03(bsubsection (b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or affected; or (iii) result in any breach or violation of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance an Encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract contract, 39 Permit or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, not prevent or materially delay consummation of any of the Transactions by or otherwise prevent Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material from performing its obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit Permit of, or filing with with, or notification to, any Governmental Authority, except where the failure to obtain such consents, approvals, authorizations or Permits, or to make such filings or notifications, would not prevent or delay consummation of the Transactions, or otherwise prevent Parent or Merger Sub from performing its obligations under this Agreement or for: (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act and the rules and regulations thereunder, Act; (ii) for compliance the filing with the SEC of the Proxy Statement; (iii) the pre-merger notification requirements of the HSR Act and similar notification or filing requirements pursuant to Applicable Non-US Antitrust Laws; (iv) any filings required under the rules and regulations of the NYSE, NASD; and (iiiv) for filing and recordation of appropriate merger documents as required by the filing of the Plan of Merger DGCL and related documentation appropriate documents with the Registrar relevant authorities of Companies of other states in which the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant Company or any Subsidiary is qualified to the CICL, and (iv) for the Requisite Regulatory Approvalsdo business. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, and the Plan consummation of the Merger and the other transactions contemplated hereby by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 4.03(b) have been obtained and that all filings and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been mademade or taken, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMerger. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for filings and/or notices pursuant to Section 13 the filing of the Exchange Act Certificate of Merger with the Secretary of the State of Delaware and appropriate documents with the rules and regulations thereunderrelevant authorities of other states in which the Company and/or Parent are qualified to do business, (ii) for compliance with the rules such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under those merger control laws or regulations of the NYSE, any jurisdictions set forth on Schedule 3.05(b) and (iii) for the filing of the Plan of Merger such consents, approvals, orders and related documentation with the Registrar of Companies of the Cayman Islands authorizations as may be required under “blue sky” laws and the publication securities laws of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsany foreign country. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Articles of Incorporation or By-Laws of Parent or Merger Sub, (ii) conflict with or violate any Law applicable to Parent or any of its subsidiaries or by which its or their respective properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or impair Parent's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of Parent or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties are bound or affected. (b) The execution and the consummation delivery of this Agreement by Parent and Merger Sub does not, and the performance of the Transactions this Agreement by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for filings and/or notices pursuant to Section 13 the pre-merger notification requirements of the Exchange Act HSR Act, or any foreign antitrust or similar filings and the rules filing and regulations thereunderrecordation of appropriate merger or other documents as required by the MBCA, and (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent consummation of the NYSEMerger, (iii) for the filing of the Plan of or otherwise prevent Parent or Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLSub from performing their respective obligations under this Agreement, and (iv) for the Requisite Regulatory Approvalswould not have a Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of Parent and Merger Sub of this Agreement and all other agreements and documents contemplated hereby to which it is a party and the Plan consummation by each of Merger by Parent and Merger Sub of the Transactions do not and will not, directly or indirectly (with or without notice or lapse of time or both), and the performance compliance by each of this Agreement and the Plan of Merger by Parent and Merger Sub with its obligations hereunder and thereunder will not, directly or indirectly (with or without notice or lapse of time or both), (i) result in a violation or breach of or conflict with the Parent Certificate, the Parent Bylaws or violate the memorandum and articles organizational documents of association of either Parent or Merger Sub, (ii) assuming that all subject to obtaining or making the consents, approvals, authorizations Orders, authorizations, registrations, declarations, filings and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made5.06(b), conflict with or violate any Law or rule of NASDAQ applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or bound, (iii) result in any violation or breach of or conflict with any provisions of, or constitute (with or without notice or lapse of time, or both) a default (or an event thatgive rise to any right of purchase, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation ofcancellation) under, or result in the loss of any benefit under, or result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Parent Material Contract or (iv) result in the creation of a Lien or other encumbrance Lien, except for Permitted Liens, on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedtheir respective Subsidiaries, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults conflicts, defaults, rights of purchase, terminations, amendments, accelerations, cancellations, losses of benefits, payments or other occurrences Liens that have not had and would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery No consent, approval, Order or authorization of, or registration, qualification, designation or filing with or notification to, any Governmental Authority is required on the part of this Agreement by Parent and or Merger Sub do notin connection with the execution, delivery and the performance of this Agreement by Parent and Merger Sub and or the consummation by Parent and Merger Sub of the Transactions will notTransactions, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for filings and/or notices pursuant to Section 13 (A) the applicable requirements of the Exchange Act and other applicable federal securities Laws, (B) the rules applicable requirements of state securities, takeover and regulations thereunder“blue sky” Laws, (C) the applicable requirements of NASDAQ, (D) the HSR Act and the applicable requirements of the other Antitrust Laws set forth in Section 5.06(b) of the Parent Disclosure Schedule, (E) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger pursuant to the DGCL, (F) Exon-Xxxxxx, (G) the applicable requirements of U.S. Export and Import Laws and (H) the filing with the SEC, and the declaration of effectiveness under the Securities Act, of the Form S-4, and (ii) for compliance with the rules and regulations of the NYSEsuch other consents, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger approvals, Orders, authorizations, registrations, qualifications, designations, filings or notifications that, if not obtained, made or given, would not reasonably be expected to have, individually or in the Cayman Islands Government Gazette pursuant to the CICLaggregate, and (iv) for the Requisite Regulatory Approvalsa Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance consummation of this Agreement the Merger and the Plan of Merger by Parent and Merger Sub other transactions contemplated hereby will not, not (i) breach, violate or conflict with or violate the memorandum and articles of association or other equivalent organizational or governing documents of either each of Parent and Merger Sub or Merger Subthe comparable governing instruments of any of their respective subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 4.03(bcontemplated by clauses (i) through (iv) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with with, breach or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is or any of their respective properties or assets are bound or affected or (iii) result in any breach of, or violation of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) ), require a consent or result in the loss of a benefit under, or give rise to others any rights right of termination, amendmentcancellation, amendment or acceleration or cancellation of, or result in the creation of a Lien or other encumbrance (except a Permitted Lien) on any property or asset of the material assets of Parent or Merger Sub pursuant to, to any Contract or obligation Contracts to which Parent or Merger Sub Sub, or any Affiliate thereof, is a party or by which Parent or Merger Sub or any property of their Affiliates or asset of either of them is bound its or affectedtheir respective properties or assets 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 that occurrence which would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution execution, delivery and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by each of Parent and Merger Sub and the consummation of the Merger and the other transactions contemplated hereby by each of Parent and Merger Sub of the Transactions do not and will not, not require any consent, approval, authorization or permit of, or action by, filing with or notification to, any Governmental AuthorityEntity, except for (i) for filings and/or notices pursuant to Section 13 compliance with the applicable requirements of the Exchange Act and the rules and regulations thereunderpromulgated thereunder and state securities, takeover and “blue sky” laws, including the joining of Parent and Merger Sub (and their Affiliates) in the filing of the Merger Schedule 13E-3 (with the Proxy Statement as an exhibit thereto), and the filing of one or more amendments to the Merger Schedule 13E-3 (with the Proxy Statement as an exhibit thereto) to respond to comments of the SEC, if any, (ii) for compliance with the rules and regulations applicable requirements of the NYSENasdaq Global Select Market, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLCayman Companies Law, and (iv) for any such consent, approval, authorization, permit, action, filing or notification the Requisite Regulatory Approvalsfailure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan consummation of the Merger and the other transactions contemplated hereby by Parent and Merger Sub does not and will not, : (iA) conflict with or violate any provision of the memorandum and articles certificate of association incorporation or bylaws or comparable governing documents of either Parent or Merger Sub, ; or (iiB) assuming that all consents, approvals, authorizations authorizations, declarations and other actions described in permits contemplated by clauses (A) through (F) of Section 4.03(b6.3(b) below have been obtained obtained, and all filings and obligations described in Section 4.03(b) such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) with, result in any breach of, or violation of or constitute a default (or an event thatwhich with or without notice, with notice or lapse of time or both, both would become a default) or result in the loss of a benefit under, or give rise to others any rights breach or violation of, a termination, cancellation, or right of termination, amendment, acceleration or cancellation of, or result other alteration in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant torights under, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any property of their respective properties or asset of either of them is assets are bound or affectedany Law to which Parent or Merger Sub or any of their respective properties or assets is subject, except, with respect to clauses in the case of clause (iiB) and (iii)above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults termination, default, acceleration, loss, alteration or other occurrences occurrence that would not, individually or in the aggregate, prevent be reasonably likely to prevent, materially delay or materially delay impede the consummation of any of the Transactions transactions contemplated by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution execution, delivery and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation of the transactions contemplated hereby by Parent and Merger Sub of the Transactions do not and will not, not require Parent or Merger Sub to make or obtain any consent, approval, authorization authorization, declaration or permit of, or action by, filing with or notification to, any Governmental AuthorityEntity, except for: (iA) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan pre-merger notification report under the HSR Act, and the applicable rules and regulations promulgated thereunder; (B) the filing of all required filings under the EUMR; (C) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL; (D) the applicable requirements of any Other Antitrust Laws; (E) Completion of CFIUS Process; and related documentation with (F) any such consent, approval, authorization, declaration, permit, action, filing or notification the Registrar failure of Companies which to make or obtain, would not, individually or in the aggregate, reasonably be likely to prevent, materially delay or materially impede the consummation of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalstransactions contemplated by this Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of the SPAC and Merger Sub of this Agreement and the Plan other Transaction Documents to which each of Merger by Parent the SPAC and Merger Sub do is or will at the Closing be a party does not, and the performance of this Agreement and by each of the Plan of Merger by Parent SPAC and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent SPAC Organizational Documents or the Merger SubSub Organizational Documents, (ii) assuming that the SPAC Stockholder Approval is obtained, all consents, approvals, authorizations and other actions described in Section 4.03(b5.05(b) have been obtained and all filings and obligations described in Section 4.03(b5.05(b) have been made, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent each of the SPAC or Merger Sub or by which any of their property or asset of either of them assets is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent each of the SPAC or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent each of the SPAC or Merger Sub is a party or by which Parent each of the SPAC or Merger Sub or any of their property or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementnot have a SPAC Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent each of the SPAC and Merger Sub do does not, and the performance of this Agreement by Parent each of the SPAC and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act Act, Blue Sky Laws and the rules state takeover laws, and regulations thereunder, filing and recordation of appropriate merger documents as required by applicable Law and (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the NYSE, (iii) for Transactions or otherwise prevent the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) SPAC or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing its material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent Parent’s or Merger Sub’s Certificate of Incorporation or Bylaws, each as amended to date, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b3.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madehereof, conflict with or violate any Law Legal Requirements applicable to Parent or Merger Sub or by which any property or asset of either of them their respective properties is bound or affected affected, or (iii) conflict with or violate, result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent’s or Merger Sub’s rights under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance material Encumbrance on any property of the material properties or asset assets of Parent or Merger Sub pursuant to, to any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is their respective properties are bound or affected, except, with respect to excluding from the foregoing clauses (ii) and or (iii), for any ) such conflicts, violations, breaches, defaults defaults, impairments or other occurrences that effects which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by or otherwise prevent Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform from performing their respective material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do does not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, Entity except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act Act, Blue Sky Laws and the rules and regulations thereunderstate takeover laws, (ii) for compliance with the rules and regulations of the NYSENASDAQ, (iii) for and the filing of the Plan Certificate of Merger as required by Delaware Law and related documentation with (ii) where the Registrar of Companies failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Transactions or otherwise prevent Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing their respective material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Merger Sub is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them Merger Sub is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material its obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSENASDAQ, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands pursuant to the CICA and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLCICA, and (iv) for the Requisite Regulatory ApprovalsApprovals and (v) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation of the Transactions by Merger Sub. (c) Except as contemplated under the Financing Documents, Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement their respective obligations hereunder and the Plan consummation of Merger the Transactions by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation, Bylaws or equivalent organizational documents of either Parent or Merger Sub, ; (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made4.4(b), conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is their respective properties are bound or affected affected; or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or alter the rights or obligations of any third party or of Parent or Sub under, or give to others any rights 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 Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is their respective properties are bound or affected, except, with respect to except in the cases of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would notnot prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent and Sub from performing their respective obligations under this Agreement in any material respect, and would not have, individually or in the aggregate, prevent a Parent Material Adverse Effect. There are no material consents, waivers, and approvals under any agreements, contracts, licenses or materially delay consummation of any of the Transactions leases required to be obtained by Parent or Merger Sub or otherwise be materially adverse to in connection with entering into of this Agreement and the ability consummation of Parent and Merger Sub to perform their material obligations under this Agreementthe Transactions. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement their respective obligations hereunder and the consummation of the Transactions by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental Authority, Entity except (i) for filings and/or notices pursuant the filing of documents to Section 13 satisfy the applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderstate takeover laws, (ii) for compliance the filing and effectiveness of the S-4, including the Information Statement/Prospectus, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate corresponding documents with the Secretary of State of other states in which the Company is qualified to transact business as a foreign corporation, (iv) filings under the rules and regulations of the NYSENASD, (iiiv) for filings under state securities laws, and (vi) where the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications (A) would not prevent or delay consummation of the Merger in any material respect or otherwise prevent or delay in any material respect Parent or Sub from performing their respective obligations under this Agreement or (B) would not, individually or in the Cayman Islands Government Gazette pursuant to the CICLaggregate, and (iv) for the Requisite Regulatory Approvalshave a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and consummation of the Transactions will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming (solely with respect to performance of this Agreement and the consummation of the Transactions) that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affectedbound, except, with respect to clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, right or other occurrences that occurrence which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementSub. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to compliance with the applicable requirements of Section 13 of the Exchange Act and the rules and regulations thereunderpromulgated thereunder (including the filing of a Schedule 13E-3 and furnishing of the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 and Proxy Statement to respond to comments of the SEC, if any, on such documents), (ii) for compliance with the rules and regulations of the NYSENasdaq, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsnotice to be filed pursuant to Exon-Xxxxxx for the purpose of obtaining CFIUS Approval, (v) for the consents, approvals, authorizations or permits of, or filings with or notifications to the Governmental Authorities with authority over the enforcement of applicable antitrust or competition Laws in any jurisdiction that is material to the business of Parent or the Company, and (vi) where the failure to obtain or make, as applicable, any such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority would not, individually or in the aggregate, be expected to, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum Memorandum and articles Articles of association Association or other organizational documents of either Parent or Merger Subany Parent Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(bSections 4.04 and 4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub any Parent Subsidiary or by which any property or asset of either of them Parent or any Parent Subsidiary is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub any Parent Subsidiary pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any Parent Subsidiary is a party or by which Parent or Merger Sub any Parent Subsidiary or any property of their properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notwhich could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions by or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material from performing its obligations under this AgreementAgreement and could not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require Parent or Merger Sub to obtain any consent, approval, authorization or permit of, or filing to file with or notification to, to notify any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, Exchange Act and the rules and regulations thereunderBlue Sky Laws, (ii) for compliance with the rules and regulations pre-merger notification requirements of the NYSEHSR Act, (iii) for the filing and recordation of appropriate merger documents as required by the DGCL and the relevant authorities of other jurisdictions in which Parent is qualified to do business, (iv) appropriate applications, filings and notices to, and approval of, Nasdaq and the SGX-ST as may be required in connection with the listing of the Parent ADSs to be issued in connection with the Merger or pursuant to the Substitute Options, (v) the filing of the Plan of Merger and related documentation appropriate documents with the Registrar of Companies of IRS in connection with the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLPrivate Letter Ruling (as defined below) contemplated by Section 6.10(d), and (ivvi) for where the Requisite Regulatory Approvals. (c) failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, could not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay Parent or Merger Sub has no secured creditors holding from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a fixed or floating security interestParent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as listed on Schedule 4.05 hereto or as described in subsection (b) below, the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do U S WEST does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub U S WEST will not, (i) violate or conflict with the Certificate of Incorporation or violate the memorandum and articles Bylaws of association of either Parent or Merger SubU S WEST, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law law, regulation, court order, judgment or decree applicable to Parent U S WEST or Merger Sub any of its Significant Subsidiaries or by which any of their respective property or asset of either of them is bound or affected affected, (iii) violate or conflict with the Certificate of Incorporation or Bylaws of any of U S WEST's Subsidiaries, or (iiiiv) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights of termination, amendment, acceleration termination 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 Parent U S WEST or Merger Sub any of its Subsidiaries pursuant to, or result in the loss of any Contract material benefit or obligation right, including the benefit of any standstill agreement, or result in an acceleration of any rights or amounts due resulting from a change of control or otherwise, or require the consent of any other party to any contract, instrument, permit, license or franchise to which Parent U S WEST or Merger Sub any of its Significant Subsidiaries is a party or by which Parent or Merger Sub U S WEST, any of such Subsidiaries or any of their respective property or asset of either of them is bound or affected, except, with respect to in the case of clauses (ii) and ), (iii), and (iv) above, for any such conflicts, violations, breaches, defaults defaults, rights, results or other occurrences that would notconsents which, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementwould not have a Material Adverse Effect on U S WEST. (b) The execution Except for applicable requirements, if any, of state, local, District of Columbia, or foreign regulatory laws and commissions, the Federal Communications Commission, the Exchange Act, the premerger notification requirements of the HSR Act, filing and recordation of appropriate merger or other documents as required by Delaware Law and any filings required pursuant to any state securities or "blue sky" laws or the rules of any applicable stock exchanges, neither U S WEST nor any of its Significant Subsidiaries is required to submit any notice, report or other filing with any Governmental or Regulatory Authority in connection with the execution, delivery of this Agreement by Parent and Merger Sub do not, and the or performance of this Agreement by Parent and Merger Sub and Agreement. Except as set forth in the consummation by Parent and Merger Sub of the Transactions will notimmediately preceding sentence, require any no waiver, consent, approval, approval or authorization or permit of, or filing with or notification to, of any Governmental Authorityor Regulatory Authority is required to be obtained by U S WEST or any of its Significant Subsidiaries in connection with its execution, except (i) for filings and/or notices pursuant to Section 13 delivery or performance of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsthis Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger SubParent, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been mademade or complied with, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or require any payment under, or result in the creation of a Lien lien, claim, security interest or other charge or encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any Parent Subsidiary is a party or by which any asset of Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would notcould not reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of a material adverse effect on the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementSub. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub do not, and the performance of this Agreement by each of Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization order, authorization, registration or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act Act, Blue Sky Laws, The Nasdaq National Market, state takeover laws, the pre-merger notification requirements of the HSR Act, any filings under similar competition or merger notification laws or regulations of foreign Governmental Entities that the parties mutually agree are necessary and the rules filing and regulations thereunderrecordation of the Certificate of Merger as required by the DGCL, and as set forth in Section 4.03(b) of the Parent Disclosure Letter and (ii) for compliance with such other consents, approvals, orders, authorizations, registrations, permits, filings or notifications which if not obtained or made could not reasonably be expected to be material to the rules and regulations Company or Parent or to prevent or materially delay the consummation of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalstransactions contemplated by this Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will shall not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation, Bylaws or equivalent organizational documents of either Parent or Merger Subany of its subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b3.5(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madebelow, conflict with or violate any Law applicable to Parent or Merger Sub any of its subsidiaries or by which any property it or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent's or any such subsidiary's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration 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 Parent or Merger Sub any of its subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any property or asset of either of them is their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a Material Adverse Effect on Parent. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, Entity except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act and Act, Blue Sky Laws, the rules and regulations thereunderpre-merger notification requirements of the HSR Act, (ii) for compliance with the rules and regulations of the NYSENasdaq, (iii) for and the filing and recordation of the Plan Certificate of Merger as required by Delaware Law and related documentation with (ii) where the Registrar of Companies of failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not have a material adverse effect on the Cayman Islands and the publication of notification of parties' ability to consummate the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsor perform their obligations under this Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery Except as set forth in Section 4.03(b) hereof or Section 4.03(a) of this Agreement and the Plan of Merger written disclosure schedule previously delivered by Parent and Merger Sub do not, and to the performance of this Agreement and Company (the Plan of Merger by "Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iiiDisclosure Schedule"), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, (i) conflict with or violate the Certificate of Incorporation or By-Laws of Parent or the Certificate of Incorporation or By-Laws of Merger Sub, (ii) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which its or their respective properties are bound or affected or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or impair Parent's or Merger Sub's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, any contracts material to the business of Parent and Merger Sub taken as a whole (a "Parent Material Contract") or result in the consummation creation of a lien or encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or its or any of their respective properties are bound or affected, except in any such case for any such breaches, defaults or other occurrences that would not have a Parent Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub of the Transactions will not, not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, Entity except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act, the Blue Sky Laws, the NYSE and the pre-merger notification requirements of the HSR Act and the rules and regulations thereunder, (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the NYSEMerger, (iii) for the filing of the Plan of or otherwise prevent Parent or Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLSub from performing their respective obligations under this Agreement, and (iv) for the Requisite Regulatory Approvalswould not have a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 5.5(b), the execution, delivery and performance by SPAC of this Agreement and the Plan other Transaction Agreements to which it is a party and (assuming approval of Merger by Parent the SPAC Transaction Proposals from the SPAC Stockholders is obtained) the consummation of the transactions contemplated hereunder and Merger Sub thereunder do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, : (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, SPAC’s Organizational Documents; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Applicable Law applicable to Parent or Merger Sub which SPAC is subject or by which any property or asset of either of them SPAC is bound or affected bound; or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or materially impair its rights under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or (other encumbrance than any Permitted Lien) on any property of the properties or asset assets of Parent or Merger Sub SPAC pursuant to, any Contract or obligation SPAC Material Contracts, except to which Parent or Merger Sub is a party or by which Parent or Merger Sub or the extent that the occurrence of any property or asset of either of them is bound or affected, except, with respect to the items described in the foregoing clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that ) would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a SPAC Material Adverse Effect. (b) The Assuming the truth of the representations and warranties of the other Parties contained in this Agreement, the execution and delivery by SPAC of this Agreement by Parent and Merger Sub do the other Transaction Agreements to which it is a party, does not, and the performance of this Agreement by Parent its obligations hereunder and Merger Sub and the consummation by Parent and Merger Sub of the Transactions thereunder will not, require any consent, notice, approval, authorization or permit of, or designation, declaration or filing with or notification to, any Governmental AuthorityEntity, except except: (i) for filings and/or notices pursuant any consents, notices, approvals, authorizations, designations, declarations or filings, the absence of which would not reasonably be expected to Section 13 have a SPAC Material Adverse Effect; (ii) applicable requirements, if any, of the Securities Act, the Exchange Act Act, blue sky laws, and the rules and regulations thereunder, (ii) for compliance and appropriate documents with the rules relevant authorities of other jurisdictions in which SPAC is qualified to do business; and regulations of the NYSE, (iii) for the filing of the Plan Certificate of Merger and related documentation in accordance with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger DGCL. There is no stockholder rights plan, “poison pill” or similar antitakeover agreement or plan in the Cayman Islands Government Gazette pursuant effect to the CICLwhich SPAC is subject, and (iv) for the Requisite Regulatory Approvalsparty or otherwise bound. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The Parent Disclosure Schedule lists each material agreement, contract or other instrument (including all amendments thereto) to which Parent or any of its subsidiaries is a party or by which any of them is bound and which would be required pursuant to the Exchange Act and the rules and regulations thereunder to be filed as an exhibit to an Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K. Parent has made available to the Company, on or prior to the date hereof true, correct and complete copies in all material respects of each such agreement, contract, instrument and amendment. (b) Except as disclosed in Section 3.5(b) of the Parent Disclosure Schedule, (i) neither Parent nor any of its subsidiaries has breached, is in default under, or has received written notice of any breach of or default under, any of the agreements, contracts or other instruments referred to in Section 3.5(a), (ii) to the knowledge of Parent, no other party to any of the agreements, contracts or other instruments referred to in Section 3.5(a) has breached or is in default of any of its obligations thereunder, and (iii) each of the agreements, contracts and other instruments referred to in Section 3.5(a) is in full force and effect, except in each case for breaches, defaults or failures to be in full force and effect that do not have a Material Adverse Effect. (c) Except as set forth in Section 3.5(c) of the Parent Disclosure Schedule, the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-Laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law Laws applicable to Parent or Merger Sub any of its subsidiaries or by which its or any property or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or impair Parent's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub any of its subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any property or asset of either of them 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 that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementdo not have a Material Adverse Effect. (bd) The execution and delivery of this Agreement by Parent and Merger Sub do does not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act Act, the Blue Sky Laws, the pre-merger notification requirements of the HSR Act, the legal requirements of any foreign jurisdiction requiring notification in connection with the Merger and the rules transactions contemplated hereby and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing and recordation of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.appropriate merger or

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands pursuant to the CICL and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, not and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation of the Merger and the other Transactions will not, not (i) conflict with or violate the memorandum and articles of association or equivalent organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) 5.05(b), have been obtained or taken and all filings and obligations described in Section 4.03(b5.05(b) have been mademade or satisfied, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected affected, or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance an Encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or permit or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property of their respective assets or asset of either of them properties is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would which are not, individually or in the aggregate, reasonably likely to prevent or materially delay consummation impair the ability of any Parent or Merger Sub to consummate the Merger and the other Transactions. (b) Other than (i) the filings and/or notices pursuant to Section 13 of the Transactions Exchange Act (including the joining of Parent and Merger Sub (and certain of their Affiliates) in the filing of the Schedule 13E-3, the filing or furnishing of one or more amendments to the Schedule 13E-3 to respond to comments of the SEC, if any, on the Schedule 13E-3, and the filing of a Schedule 13D with the SEC), (ii) compliance with the rules and regulations of the NYSE, and (iii) the filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands pursuant to the Cayman Companies Law and related documentation, no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals, permits or otherwise authorizations required to be materially adverse to the ability of obtained by Parent and or Merger Sub to perform their material obligations under this Agreement. (b) The execution from, any Governmental Authority in connection with the execution, delivery and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will Merger and the other Transactions, except those that the failure to make or obtain are not, require any consentindividually or in the aggregate, approval, authorization reasonably likely to prevent or permit of, materially impair the ability of Parent or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant Merger Sub to Section 13 of consummate the Exchange Act Merger and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsother Transactions. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum Restated Certificate of Incorporation or Amended and articles Restated By-laws of association of either Parent or Merger SubParent, (ii) assuming that all consents, approvals, authorizations authorizations, and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Merger Sub any of its subsidiaries or by which any property or asset of either Parent or any of them its subsidiaries is bound or affected or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or give to others any 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 Parent or Merger Sub any of its subsidiaries pursuant to, or trigger any Contract right of first refusal under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or any property or asset of either of them their respective properties is bound or affectedbound, except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences thereof that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect or would not reasonably be expected to prevent or materially delay the consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMerger. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity, except (i) for filings and/or notices pursuant to Section 13 applicable requirements of the Exchange Act Act, the Securities Act, Blue Sky Laws, the NYSE, Delaware State takeover laws and the rules filing and regulations thereunder, recordation of appropriate merger documents as required by Delaware Law and (ii) for compliance with such other consents, approvals, authorizations, permits, filings or notifications, which if not obtained or made would not prevent or materially delay the rules and regulations consummation of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalstransactions contemplated by this Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Holdco, Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Holdco, Parent and Merger Sub and consummation of the Transactions will not, (i) conflict with or violate the memorandum and articles of association of either any of Holdco, Parent or Merger Sub, (ii) assuming (solely with respect to performance of this Agreement and the consummation of the Transactions) that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained prior to the Effective Time and all filings and obligations described in Section 4.03(b4.05(b) have been mademade and any waiting periods thereunder will have terminated or expired prior to the Effective Time, conflict with or violate any Law applicable to Holdco, Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a any Lien or other encumbrance on any property or asset of Holdco, Parent or Merger Sub pursuant to, any Contract or obligation to which Holdco, Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, right or other occurrences that occurrence which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation of any of the Transactions by Holdco, Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementSub. (b) The execution and delivery of this Agreement by Holdco, Parent and Merger Sub do not, and the performance of this Agreement by Holdco, Parent and Merger Sub and the consummation by Holdco, Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityAuthority or any other person, except (i) for filings and/or notices pursuant to compliance with the applicable requirements of any federal or state securities Laws, including Section 13 of the Exchange Act and the rules and regulations thereunderpromulgated thereunder (including the filing of a Schedule 13E-3 and furnishing of the Proxy Statement, and the filing or furnishing of one or more amendments to the Schedule 13E-3 and Proxy Statement to respond to comments of the SEC, if any, on such documents), (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for compliance with the registration and filing of the documents as required by applicable laws and regulations in connection with overseas investment with the Guangdong Provincial Development and Reform Commission and the Department of Commerce of Guangdong Province and for compliance with the foreign exchange registration with competent local commercial banks as required by applicable foreign exchange rules and regulations (the “Parent Requisite Regulatory Approvals” and, together with the Company Requisite Regulatory Approvals, the “Requisite Regulatory Approvals”), and (v) where the failure to obtain or make, as applicable, any such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority would not, individually or in the aggregate, be expected to, prevent or materially delay consummation of any of the Transactions by Holdco, Parent or Merger Sub. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co do not, and the performance of this Agreement and the Plan by each of Merger by Parent and Merger Sub Co and the consummation by each of Parent and Merger Co of the Merger will not, (i) conflict with or violate the memorandum and articles respective Certificates of association Incorporation or Bylaws of either Parent or Merger SubCo, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to either Parent or Merger Sub Co or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of either Parent or Merger Sub Co pursuant to, to any Contract or obligation to which either Parent or Merger Sub Co is a party or by which either Parent or Merger Sub Co or any property of their respective properties or asset of either of them assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Merger or otherwise prevent or materially delay Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform Co from performing their material obligations under this Agreement. (b) The execution and delivery of this Agreement by each of Parent and Merger Sub Co do not, and the performance of this Agreement by each of Parent and Merger Sub Co and the consummation by each of Parent and Merger Sub Co of the Transactions Merger will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance with the rules and regulations pre-merger notification requirements of the NYSEHSR Act and the competition or merger control Laws of any other applicable jurisdiction, (iii) for the notification requirements of the ICA, (iv) the filing and recordation of appropriate merger documents as required by the DGCL and appropriate documents with the relevant authorities of other states in which the Company or any of the Plan of Merger Subsidiaries is qualified to do business, and related documentation with (v) where the Registrar of Companies of failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the Cayman Islands and the publication of notification aggregate, prevent or materially delay consummation of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsor otherwise prevent or materially delay either Parent or Merger Co from performing its material obligations under this Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would notnot have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands pursuant to the CICL and the publication of notification notice of the Merger in the Cayman Islands Government Gazette pursuant to the CICLGazette, and (iv) for where the Requisite Regulatory Approvalsfailure to obtain such consent, approval, authorization or permit, or to make such filing or notification would not have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSENasdaq, (iii) for the filing with the Registrar of Corporate Affairs of the British Virgin Islands of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette w pursuant to the CICLCompanies Act], and (iv) for any such consent, approval, authorization, permit, action, filing or notification the Requisite Regulatory Approvalsfailure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) Except as contemplated under the Equity Commitment Letter, Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The Except as set forth on Schedule 3.05 or as described in subsection (b) below, the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do Qwest does not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub Qwest will not, (i) violate or conflict with the Certificate of Incorporation or violate the memorandum and articles Bylaws of association of either Parent or Merger SubQwest, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law law, regulation, court order, judgment or decree applicable to Parent Qwest or Merger Sub any of its Significant Subsidiaries or by which any of their respective property or asset of either of them is bound or affected affected, (iii) violate or conflict with the Certificate of Incorporation or Bylaws of any of Qwest's Subsidiaries, or (iiiiv) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights of termination, amendment, acceleration termination 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 Parent Qwest or Merger Sub any of its Subsidiaries pursuant to, or result in the loss of any Contract material benefit or obligation right, including the benefit of any standstill agreement, or result in an acceleration of any rights or amounts due resulting from a change of control or otherwise, or require the consent of any other party to, any contract, instrument, Permit, license or franchise to which Parent Qwest or Merger Sub any of its Significant Subsidiaries is a party or by which Parent or Merger Sub Qwest, any of such Subsidiaries or any of their respective property or asset of either of them is bound or affected, except, with respect to in the case of clauses (ii), (iii) and (iii)iv) above, for any such conflicts, violations, breaches, defaults defaults, rights, results or other occurrences that would notconsents which, individually or in the aggregate, prevent would not have a Material Adverse Effect on Qwest. (b) Except for applicable requirements, if any, of state, local, District of Columbia, or materially delay consummation foreign regulatory laws and commissions, the Federal Communications Commission, the Exchange Act, the premerger notification requirements of the HSR Act, filing and recordation of appropriate merger or other documents as required by Delaware Law and any filings required pursuant to any state securities or "blue sky" laws or the rules of any applicable stock exchanges, neither Qwest nor any of its Subsidiaries is required to submit any notice, report or other filing with any Governmental or Regulatory Authority in connection with the Transactions execution, delivery or performance of this Agreement. Except as set forth in the immediately preceding sentence, no waiver, consent, approval or authorization of any Governmental or Regulatory Authority is required to be obtained by Parent Qwest or Merger Sub any of its Subsidiaries in connection with its execution, delivery or otherwise be materially adverse to the ability performance of Parent and Merger Sub to perform their material obligations under this Agreement. (bc) The execution and delivery total amount of this Agreement by Parent and Merger Sub do notQwest's annual revenues for the four fiscal quarters immediately prior to the Closing Date derived from services, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub activities or interests which could be determined to be in violation of the Transactions will notCommunications Act of 1934, require any consent, approval, authorization as amended (the "Telecom Act") if engaged in or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsowned by a Xxxx Operating Company are no more than $500 million. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement and or the Plan of Merger Stock Option Agreement by Parent and Merger Sub do notor the Purchaser, and the performance of this Agreement and the Plan of Merger consummation by Parent and Merger Sub or the Purchaser of the transactions contemplated hereby or thereby or the compliance by Parent or the Purchaser with any of the provisions hereof or thereof will not, (i) conflict with or violate the memorandum and articles organizational documents of association of either Parent or Merger Subthe Purchaser, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law statute, ordinance, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub the Purchaser, or any of their subsidiaries, or by which any property or asset of either of them is or any of their respective properties or assets may be bound or affected affected, or (iii) result in a Violation pursuant to any breach ofnote, or constitute a default (or an event thatbond, with notice or lapse of time or bothmortgage, would become a default) underindenture, or give to others any rights of terminationcontract, amendmentagreement, acceleration or cancellation oflease, or result in the creation of a Lien license, permit, franchise or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract instrument or obligation to which Parent or Merger Sub the Purchaser, or any of their respective subsidiaries, is a party or by which Parent any of their respective properties or Merger Sub or any property or asset of either of them is assets may be bound or affected, except, with respect to except in the case of the foregoing clauses (ii) and (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences that Violations which would not, individually or in the aggregate, prevent not have a Material Adverse Effect on Parent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to adversely affect the ability of Parent or the Purchaser to consummate the transactions contemplated by this Agreement and Merger Sub to perform their material obligations under this the Stock Option Agreement. (b) The None of the execution and delivery of this Agreement by Parent and Merger Sub do not, and or the performance of this Stock Option Agreement by Parent and Merger Sub and the Purchaser, the consummation by Parent and Merger Sub the Purchaser of the Transactions transactions contemplated hereby or thereby or the compliance by Parent and the Purchaser with any of the provisions hereof or thereof will not, require any consent, approval, authorization or permit of, or filing with or notification to, Consent of any Governmental AuthorityEntity, except for (i) for filings and/or notices pursuant to Section 13 compliance with any applicable requirements of the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance the filing of an agreement of merger together with the rules and regulations an officer's certificate of the NYSECompany and the Purchaser pursuant to the GCL, (iii) for the filing of the Plan of Merger and related documentation compliance with the Registrar HSR Act and any requirements of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLany foreign or supranational Antitrust Laws, and (iv) for Consents or filings the Requisite Regulatory Approvalsfailure of which to obtain or make would not have a Material Adverse Effect on Parent or materially adversely affect the ability of Parent or the Purchaser to consummate the transactions contemplated by this Agreement and the Stock Option Agreement. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the commencement and consummation of the Offer and the Merger and the other transactions contemplated by this Agreement will not, (i) conflict with or violate Parent’s Amended and Restated Certificate of Incorporation or Parent Bylaws, or the memorandum and articles equivalent charter documents of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub its Subsidiaries or by which any material property or asset of either Parent or any of them its Subsidiaries is bound or affected affected, or (iii) result in any a breach of, of or constitute a default (or an event thatthat with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien or an Encumbrance, other encumbrance than Permitted Encumbrances, on any material property or asset of Parent or Merger Sub its Subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its Subsidiaries is a party or by which Parent or Merger Sub any of its Subsidiaries, or any material property or asset of either Parent or any of them its Subsidiaries, is bound or affected, except, with respect to except in the case of clauses (ii) and (iii), ) above for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by not reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub (including the commencement and the consummation by Parent and Merger Sub of the Transactions Offer) will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with, any Governmental AuthorityEntity, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act Act, or state securities laws or “blue sky” laws and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory ApprovalsHSR Act. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger Agreement, by Parent and Merger Sub and the Company Tender and Voting Agreement by Parent do not, and the performance of this Agreement and the Plan of Merger Agreement, by Parent and Merger Sub will and the Company Tender and Voting Agreement by Parent shall not, (i) conflict with or violate the memorandum and articles Parent Charter Documents or equivalent organizational documents or any of association of either Parent or Merger SubParent's subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b4.5(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madebelow, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which any property it or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent's or any such subsidiary's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration 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 Parent or Merger Sub any of its subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any property or asset of either of them is their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a Material Adverse Effect on Parent. (b) The execution and delivery of this Agreement and the Noncompetition Agreements, by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, Entity except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the pre-merger notification requirements of the HSR Act and , the rules and regulations thereunderForeign Filings, (ii) for compliance with the rules and regulations of the NYSENYSE and the Nasdaq, and the filing and recordation of the Agreement of Merger as required by Delaware Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (iiiA) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification would not prevent consummation of the Merger or otherwise prevent Parent or Merger Sub from performing their respective obligations under this Agreement or (B) could not, individually or in the Cayman Islands Government Gazette pursuant aggregate, reasonably be expected to the CICL, and (iv) for the Requisite Regulatory Approvalshave a Material Adverse Effect on Parent. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions do not and will not, (i) conflict with or violate the memorandum and articles of association (or equivalent organizational documents) of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to compliance with the applicable requirements of Section 13 of the Exchange Act and the rules and regulations promulgated thereunder, (ii) for compliance with the rules and regulations of the NYSENASDAQ, (iii) for the filing of the Plan Certificate of Merger and related documentation with the Registrar Delaware Secretary of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette State pursuant to the CICLDGCL, and (iv) for the Requisite Regulatory Approvals. , and (cv) where the failure to obtain or make, as applicable, any such consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority would not be expected to, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub has no secured creditors holding a fixed or floating security interestotherwise be materially adverse to the ability of Parent or Merger Sub to perform their obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub of this Agreement do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub of this Agreement will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.3(b) have been obtained or taken and all filings and obligations described in Section 4.03(b4.3(b) have been mademade or fulfilled, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions this Agreement will not, require any material consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the HSR Act, the Securities Act, the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLAct, and (iv) for filing and recordation of appropriate merger documents as required by the Requisite Regulatory ApprovalsDGCL. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub will not, (1) conflict with or violate any provision of the Certificate of Incorporation or By-laws of Parent or Merger Sub, (2) assuming that all consents, approvals, authorizations and permits described in Section 4.5(b) have been obtained, that all filings and notifications described in Section 4.5(b) have been made, and that the consummation stockholders have approved the Share Issuance (if required for NYSE purposes) as described in Section 4.4, conflict with or violate any foreign or domestic Law applicable to Parent or Merger Sub or any Parent Subsidiary or by which any property or asset of Parent, Merger Sub or any Parent Subsidiary is bound or affected or (3) except as set forth in Section 4.5(a) of the Parent Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of Parent, Merger Sub or any Parent Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, other instrument or obligation, except, with respect to clauses (2) and (3), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to either (A) have a Parent Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by Parent and Merger Sub. (b) Except as set forth in Section 4.5(b) of the Parent Disclosure Schedule, the execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of the Transactions this Agreement by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any domestic or foreign Governmental AuthorityEntity, except (i1) for filings and/or notices pursuant to Section 13 of under the Exchange Act and Act, the rules and regulations thereunderSecurities Act, (ii) for compliance with Blue Sky Laws, the rules and regulations of the NYSE, (iii) for the HSR Act, foreign antitrust and competition laws, filing and recordation of the Plan Certificate of Merger as required by the DGCL and related documentation with the Registrar of Companies as otherwise set forth in Section 4.5(b) of the Cayman Islands Parent Disclosure Schedule and (2) where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the publication of notification aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Merger in the Cayman Islands Government Gazette pursuant to the CICLMerger, and (ivB) for the Requisite Regulatory Approvalsotherwise prevent Parent from performing its material obligations under this Agreement or (C) have a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.3(a) of the Parent Disclosure Schedule, the execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub Acquisition do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub Acquisition will not, (i) conflict with or violate the memorandum and articles Articles of association Organization (or Certificate of either Incorporation) or By-Laws of Parent or Merger SubAcquisition, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which any property its or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or impair Parent's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration 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 Parent or Merger Sub any of its subsidiaries pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any property or asset of either of them is their respective properties are bound or affected, except, with respect to clauses (ii) and (iii), except in any such case for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreementnot have a Material Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub do Acquisition does not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions Acquisition will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authoritygovernmental or regulatory authority, domestic or foreign, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act Act, the Blue Sky Laws, the pre-merger notification requirements of the HSR Act, and the rules filing and regulations thereunderrecordation of appropriate merger or other documents as required by the Delaware Law, and (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay consummation of the NYSEOffer or the Merger, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLor otherwise prevent Parent or Acquisition from performing their respective obligations under this Agreement, and (iv) for the Requisite Regulatory Approvalswould not have a Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation of the Merger and the other transactions contemplated hereby does not and will not (i) breach or violate the Charter Documents of Parent or Merger Sub, or (ii) assuming that all Consents and Filings set forth on Section 4.4(b) of the Parent Disclosure Schedule have been made and obtained, and any waiting periods thereunder have terminated or expired, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time, or both) a default under, result in or give to any Person any right of payment (other than payment of the Per Share Merger Consideration on each Company Share pursuant to the terms, and subject to the conditions, of this Agreement), reimbursement, termination, revocation, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien (except a Permitted Lien) upon any of the assets or properties of Parent or Merger Sub under, any of the terms, conditions or provisions of (A) any Law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any of them or any of their respective properties are bound or (B) any License to which any Parent Party is a party or by which any Parent Party or any of their respective assets or properties is bound, except, in the case of clauses (A) and (B), for any such conflict, violation, breach, default, loss, right or other occurrence which does not have and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No Consent or Filing with any Governmental Entity or third party is required for or in connection with the execution, delivery and performance of this Agreement by Parent and or Merger Sub and or the consummation by Parent and or Merger Sub of the Transactions will nottransactions contemplated hereby, require any consentother than Consents and Filings that have been obtained or made by Parent or Merger Sub, approvalincluding the Required Regulatory Approvals or those, authorization the failure of which to obtain or permit ofmake, would not reasonably be expected to have, individually or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLaggregate, and (iv) for the Requisite Regulatory Approvalsa Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by Parent, Merger Sub and the Plan of Merger by Parent LLC and Merger Sub any other Transaction Document, to which they are a party, do not, and the performance of this Agreement and the Plan of Merger any other Transaction Document by Parent and Parent, Merger Sub and the LLC, to the extent applicable, and the consummation of the Merger and the other transactions contemplated hereby and thereby will not, (i) conflict with or violate any provision of the memorandum and articles Parent Certificate of association Incorporation, the Parent By-laws, or the equivalent charter documents of either Parent Merger Sub or Merger Sub, the LLC (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Parent, Merger Sub or the LLC or by which any property or asset of either of them Parent, Merger Sub or the LLC is bound or affected affected, or (iii) result in any a breach of, of or constitute a default (or an event thatthat with notice or lapse of time or both would become a default) under, give to others (immediately or with notice or lapse of time or both, would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, result (immediately or with notice or lapse of time or both) in triggering any payment or other obligations, or result (immediately or with notice or lapse of time or both) in the creation of a Lien or other encumbrance an Encumbrance on any property or asset of Parent or Parent, Merger Sub or the LLC pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Parent, Merger Sub or the LLC is a party or by which Parent or Parent, Merger Sub or the LLC or any property or asset of either of them Parent, Merger Sub or the LLC is bound or affected, except, with respect to except in the case of clauses (ii) and (iii), ) above for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by not reasonably be expected to have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Parent, Merger Sub and the LLC and of any other Transaction Document to which any of Parent, Merger Sub and the LLC are a party do not, and the performance of this Agreement and any other Transaction Document by Parent and Parent, Merger Sub and the consummation by Parent and Merger Sub of LLC, to the Transactions extent applicable, will not, require any consent, approval, authorization or permit of, or filing with or notification to, or registration or qualification with, any Governmental AuthorityEntity, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act, state securities Laws or “blue sky” Laws, the HSR Act and the rules filing and regulations thereunder, (ii) for compliance with the rules and regulations recordation of the NYSECertificate of Merger, (iii) for as required by the filing of DGCL and the Plan LLC Certificate of Merger and related documentation with as required by the Registrar of Companies of the Cayman Islands DGCL and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory ApprovalsLLC Act. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will shall not, (i) conflict with or violate the memorandum and articles Parent Charter Documents, Bylaws or equivalent organizational documents of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 4.03(b3.5(b) have been obtained and all filings and obligations described in Section 4.03(b) have been madebelow, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its subsidiaries or by which any property it or asset of either of them is their respective properties are bound or affected affected, or (iii) result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or impair Parent's or any such subsidiary's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration 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 Parent or Merger Sub any of its subsidiaries pursuant to, any Contract material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub any of its subsidiaries is a party or by which Parent or Merger Sub any of its subsidiaries or its or any property or asset of either of them is their respective properties are bound or affected, exceptexcept to the extent such conflict, with respect to violation, breach, default, impairment or other effect could not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, ) individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise reasonably be materially adverse expected to the ability of Parent and Merger Sub to perform their material obligations under this Agreementhave a Material Adverse Effect on Parent. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, Entity except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act and Act, Blue Sky Laws, the rules and regulations thereunderpre-merger notification requirements of the HSR Act, (ii) for compliance with the rules and regulations of Nasdaq, and the NYSEfiling and recordation of the Certificate of Merger as required by Georgia Law and the Delaware Certificate of Merger as required by Delaware Law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, (iiix) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification would not prevent consummation of the Merger or otherwise prevent Parent or Merger Sub from performing their respective obligations under this Agreement or (y) could not, individually or in the Cayman Islands Government Gazette pursuant aggregate, reasonably be expected to the CICL, and (iv) for the Requisite Regulatory Approvalshave a Material Adverse Effect on Parent. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles certificate of association incorporation or by-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.05(b) have been obtained and all filings and obligations described in Section 4.03(b4.05(b) have been mademade and, subject to obtaining approval of the stockholders, if required, conflict with or violate any Law law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, not prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of prevent Parent and Merger Sub to perform from performing any of their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with with, or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the Nasdaq Stock Market rules and regulations, state takeover laws, HSR Act and the rules filing and regulations thereunderrecordation of appropriate merger documents as required by Delaware Law, and (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the NYSEMerger, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) or otherwise prevent Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b4.04(b) have been obtained and all filings and obligations described in Section 4.03(b4.04(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected affected, or (iii) result in any breach or violation of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be prevent or materially adverse to the ability of delay Parent and Merger Sub to perform from performing their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderAct, (ii) for compliance the filing and recordation of appropriate merger documents as required by the DGCL and appropriate documents with the rules and regulations relevant authorities of other states in which the Company or any of the NYSESubsidiaries is qualified to do business, (iii) for any applicable state or federal Laws governing the filing sale of liquor, (iv) the notification requirements of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICLHSR Act, and (ivv) for where the Requisite Regulatory Approvals. (c) failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent Parent or Merger Sub has no secured creditors holding a fixed or floating security interestfrom performing their material obligations under this Agreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do does not, and the performance of this Agreement by Merger Sub and the Plan consummation of Merger by Parent and Merger Sub the Transactions will not, (i) conflict with or violate the memorandum and articles Certificate of association Incorporation or Bylaws or equivalent organizational documents of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(bsubsection (b) have been obtained and all filings and obligations described in Section 4.03(bsubsection (b) have been mademade or complied with, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Merger Sub is bound or affected affected, or (iii) conflict with, result in any breach of, of or constitute a default (or an event that, that with notice or lapse of time or both, both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or require any payment under or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract contract, note, bond, mortgage, indenture, lease, agreement, or other instrument or obligation to which Parent or Merger Sub is a party or by which Parent or any asset of Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences that which would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or have a Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by Parent and Merger Sub do does not, and the performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act Act, NASDAQ/NMS, Delaware and any other applicable takeover laws, the pre-merger notification requirements of the HSR Act, and the rules filing and regulations thereunder, recordation of appropriate merger documents as required by the DGCL and (ii) for compliance with the rules and regulations where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications would not prevent or delay consummation of the NYSEMerger, (iii) for the filing of the Plan of or otherwise prevent either Merger Sub from performing its obligations under this Agreement, and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger would not, individually or in the Cayman Islands Government Gazette pursuant to the CICLaggregate, and (iv) for the Requisite Regulatory Approvals. (c) have a Merger Sub has no secured creditors holding a fixed or floating security interestMaterial Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of their respective obligations hereunder and the consummation of the Transactions by them will not, (A) conflict with or violate their respective Certificates of Incorporation, Bylaws or equivalent organizational documents; (B) subject to compliance with the requirements set forth in Section 4.2(d)(ii), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or Merger Sub or by which their respective properties are bound or affected; or (C) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or alter the rights or obligations of any third party or of Parent or Merger Sub under, or give to others any rights of termination, amendment, acceleration, increased payments or cancellation of, or result in the creation of a lien or other encumbrance on any of the properties or assets of Parent or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any of them is a party or by which any of them or any of their respective properties are bound or affected, except in the cases of clauses (B) and (C) above, for any such conflicts, violations, breaches, defaults or other alterations or occurrences that would not prevent or delay consummation of the Merger in any material respect, or otherwise prevent Parent or Merger Sub from performing their respective obligations under this Agreement in any material respect, and would not have, individually or in the aggregate, a Parent Material Adverse Effect. There are no material consents, waivers, and approvals under any agreements, contracts, licenses or leases required to be obtained by Parent or Merger Sub in connection with entering into of this Agreement or the consummation of the Transactions. (ii) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the performance of their respective obligations hereunder and the consummation by Parent and Merger Sub of the Transactions by them will not, require any consent, approval, authorization or permit of, or registration or filing with or notification to, any Governmental AuthorityEntity, except (iA) for filings and/or notices pursuant the filing of documents to Section 13 satisfy the applicable requirements, if any, of the Exchange Act and the rules and regulations thereunderor state takeover laws, (iiB) for compliance the filing, and effectiveness of the Form S-4, including the Proxy and Information Statement/Prospectus in definitive form relating to the Transactions, (C) the filing of the Articles of Merger with the Washington Secretary and appropriate corresponding documents with the Secretary of State of other states in which the Company is qualified to transact business as a foreign corporation, (D) filings under the rules and regulations of the NYSENASD, and (iiiE) for where the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications (1) would not prevent or delay consummation of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, any material respect or otherwise prevent or delay in any material respect Parent and (iv) for the Requisite Regulatory Approvals. (c) Merger Sub has no secured creditors holding from performing their obligations under this Agreement or (2) would not, individually or in the aggregate, have a fixed or floating security interestParent Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by Parent and Merger Sub do not, and the performance of this Agreement and the Plan of Merger by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b) have been obtained and all filings and obligations described in Section 4.03(b) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this Agreement. (b) The execution and delivery of this Agreement by Parent and Merger Sub do not, and the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement and compliance by Parent and Merger Sub with the provisions of this Agreement will not (i) conflict with, or result in any violation or breach of any provision of, the certificate of incorporation or bylaws of Parent or Merger Sub, (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in a, termination, cancellation, modification or acceleration of any obligation or to the loss of a benefit under, any Contract to which Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties, rights or other assets is bound or subject, (iii) result in the creation of any Lien in or upon any of the properties, rights or other assets of Parent any of its Subsidiaries or (iv) assuming the consents, approvals, filings and other matters referred to in Section 5.03(b) are duly obtained or made, conflict with, or result in any violation of, applicable Law, other than, in the case of clauses (ii), (iii) and (iv), any such conflicts, violations, breaches, defaults, rights, terminations, modifications, cancellations or accelerations, losses or creations of any Liens that, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect. (b) The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions Offer, the Merger and the other transactions contemplated by this Agreement do not and will not, not require any consent, approval, authorization Order or permit Permit of, Action by, filing or filing registration with or notification to, any Governmental AuthorityEntity, except for (i) for filings and/or notices pursuant to Section 13 the filing of a premerger notification and report form under the Exchange HSR Act and the rules and regulations termination of the waiting period required thereunder, (ii) for compliance with the rules and regulations receipt, termination or expiration, as applicable, of the NYSEapprovals or waiting periods required under all other applicable Antitrust Laws, (iii) for the applicable requirements of the Securities Act, the Exchange Act and state securities, takeover and “blue sky” Laws, including the filing and dissemination of the Offer Documents and, if necessary, the filing and dissemination of the Proxy/Information Statement, (iv) the filing of the Plan Certificate of Merger and related documentation with the Registrar Secretary of Companies State of the Cayman Islands State of Delaware, (v) the CFIUS Notice, (vi) any filings with the NYSE or any other national securities exchange or national securities quotation system on which Equity Securities of Parent or its Affiliates are listed, quoted or traded and the publication of notification of the Merger (vii) such other Orders, Permits, Actions, notifications, registrations, declarations and filings that if not obtained or made, individually or in the Cayman Islands Government Gazette pursuant aggregate, would not reasonably be expected to the CICL, and (iv) for the Requisite Regulatory Approvalshave a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Plan of Merger by each Ancillary Agreement to which Parent and or Merger Sub is a party do not, and the performance of this Agreement and the Plan of Merger thereof by Parent and Merger Sub will not, (i) conflict with with, breach or violate any provision of the memorandum and articles Certificate of association Incorporation or By-laws of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions permits described in Section 4.03(b4.3(b) have been obtained and all filings and obligations notifications described in Section 4.03(b4.3(b) have been mademade and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to Parent or Merger Sub or any other subsidiary of Parent (each a “Parent Subsidiary” and, collectively, the “Parent Subsidiaries”) or by which any property or asset of either of them Parent, Merger Sub or any Parent Subsidiary is bound or affected or (iii) result in any breach or violation of, or any loss of any benefit under, constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, or give to others any rights right of termination, amendment, acceleration or cancellation of, or result in the creation or acceleration of any obligations under a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant toParent, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property Parent Subsidiary pursuant to any note, bond, mortgage, indenture, Contract, license, permit, other instrument or asset of either of them is bound or affectedobligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences that which have not had or would not, individually or in the aggregate, reasonably be expected to (1) prevent or materially delay or materially impair the consummation of any of the Transactions by Merger or (2) have a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement by and each Ancillary Agreement to which Parent and or Merger Sub is a party do not, and the performance of this Agreement hereof and thereof by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental AuthorityEntity or other Person, except (i) for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder1.3 hereof, (ii) for such reports and filings under, and compliance with, the Exchange Act or the Securities Act, as may be required in connection with this Agreement and the rules transactions contemplated hereby and regulations of the NYSE, (iii) for where failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, have not had or would not, individually or in the filing of aggregate, reasonably be expected to prevent or materially delay or materially impair the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification consummation of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsor have a Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by Xxxxxx and Merger Sub, nor the Plan of Merger consummation by Parent and Merger Sub do notof the transactions contemplated hereby, and the performance of this Agreement and the Plan of Merger nor compliance by Parent and Merger Sub with this Agreement, will not, (i) conflict with or violate any provision of the memorandum and articles of association of either Parent or Merger SubOrganizational Documents, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 4.03(b4.3(b) have been obtained and all filings and obligations described in Section 4.03(b) have been or made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them Parent or Merger Sub is bound or affected or (iii) violate, conflict with or result in any breach of any provision of, or loss of any benefit, or constitute a default (with or an event that, with without notice or lapse of time time, or both, would become a default) under, or give rise to others any rights right of termination, amendment, acceleration or cancellation of or require the Consent of, notice to or result filing with any third Person in the creation of a Lien or other encumbrance on any property or asset of Parent or Merger Sub pursuant to, accordance with any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them Parent or Merger Sub is bound or affected, exceptor result in the creation of a Lien, with respect to other than any Permitted Lien, upon any of the property or assets of Parent or Merger Sub, other than, in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences that as would notnot reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution and delivery of this Agreement No Consent of, registration, declaration or filing with or notice to any Governmental Authority is required to be obtained or made by or with respect to Parent and or Merger Sub do notin connection with the execution, delivery and the performance of this Agreement by Parent and Merger Sub and or the consummation by Parent and Merger Sub of the Transactions will nottransactions contemplated hereby, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except other than (i) for applicable requirements of and filings and/or notices pursuant to Section 13 of with the SEC in accordance with the Exchange Act and or the rules and regulations thereunderSecurities Act, (ii) for the filing of the Certificate of Merger with the Delaware Secretary of State, (iii) applicable requirements in accordance with foreign qualification, state securities or “blue sky” laws of various states, (iv) compliance with the applicable rules and regulations of the NYSENYSE American, (iiiv) for the filing approval of Parent, as the sole stockholder of Merger Sub as at the date hereof, of the Plan of Merger and related documentation with the Registrar of Companies Merger, (vi) such other items required solely by reason of the Cayman Islands participation and the publication of notification identity of the Merger Company in the Cayman Islands Government Gazette pursuant to the CICLtransactions contemplated hereby, (vii) compliance with and filings or notifications in accordance with Antitrust Laws and (ivviii) for such other Consents, registrations, declarations, filings or notices the Requisite Regulatory Approvalsfailure of which to be obtained or made would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) The bylaws of Merger Sub has no secured creditors holding Sub, as in effect immediately prior to the Effective Time, but as amended and restated in accordance with Section 1.1(c), will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by Law. (d) Parent is a fixed or floating security interestWorld Trade Organization investor within the meaning given to that term in the Investment Canada Act.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent of this Agreement and the Plan of Merger by Parent Stock Option Agreements do not and Merger Sub do will not, and the performance of this Agreement and the Plan of Merger by Parent of its obligations hereunder and Merger Sub thereunder do not and will not, (i) violate or conflict with the Restated Certificate of Incorporation or violate the memorandum and articles By-laws of association of either Parent or Merger SubParent, (ii) assuming that all subject to obtaining or making the notices, reports, filings, waivers, consents, approvals, approvals or authorizations referred to in paragraph (b) below and other actions described to the adoption of this Agreement by Parent's stockholders as set forth in Section 4.03(b4.13(c) have been obtained and all filings and obligations described in Section 4.03(b) have been madeconnection with a Parent Merger, conflict with or violate any Law law, regulation, order, judgment or decree applicable to Parent or Merger Sub any of its Subsidiaries or by which any of their respective property or asset of either of them is bound or affected or affected, (iii) result in any breach of, of or constitute a default (or an event that, which with notice or lapse of time or both, both would become a default) under, impair Parent's or any of its Subsidiaries' rights under or alter the rights or obligations of any other party to, give to others any rights of termination, amendmentcancellation, vesting, modification, alteration or acceleration or cancellation ofof any obligation under, or result in the creation of a Lien lien, claim or other encumbrance on any property of the properties or asset assets of Parent or Merger Sub any of its Subsidiaries pursuant to, require the consent of any Contract other party to, or result in any obligation on the part of Parent or any of its Subsidiaries to repurchase (with respect to a debenture, bond or note), pursuant to any agreement, contract, instrument, debenture, bond, note, indenture, permit, license or franchise to which Parent or Merger Sub any of its Subsidiaries is a party or by which Parent or Merger Sub Parent, any of its Subsidiaries or any of their respective property or asset of either of them is bound or affected, except, with respect to in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences that as would not, individually or in the aggregate, prevent have, or materially delay consummation of any of the Transactions by reasonably be expected to have, a Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under this AgreementMaterial Adverse Effect. (b) The execution Except for (i) applicable filings required under the premerger notification requirements of the HSR Act, (ii) required filings with and delivery approvals of this Agreement the FERC, (iii) applicable filings and approvals under federal, state, local or foreign regulatory laws, and applicable requirements of foreign, state or local public utility or similar commissions or agencies, all of which are set forth in the Parent Disclosure Letter, (iv) the filing of a certificate of merger with respect to the Applicable Transaction as required by the DGCL, (v) filings with the SEC under the Securities Act and the Exchange Act, (vi) applicable filings with the NYSE, and (vii) any filings required or approvals necessary pursuant to any state securities or "blue sky" laws, neither Parent nor any of its Subsidiaries is required to submit any notice, report or other filing to any Governmental Entity, and no waiver, consent, approval, order or authorization of any Governmental Entity is required to be obtained by Parent and Merger Sub do notor any of its Subsidiaries, and in connection with the execution, delivery or performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions will except for such notices, reports, filings, waivers, consents, approvals or authorizations that, if not made or obtained, would not, require any consentin the aggregate, approval, authorization or permit ofhave, or filing with or notification toreasonably be expected to have, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder, (ii) for compliance with the rules and regulations of the NYSE, (iii) for the filing of the Plan of Merger and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvalsa Parent Material Adverse Effect. (c) Merger Sub has no secured creditors holding a fixed or floating security interest.

No Conflict; Required Filings and Consents. (a) The execution and delivery by each of HoldCo and Merger Sub 2 of this Agreement and the Plan of Merger by Parent and Merger Sub do each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and the Plan of Merger each such Ancillary Agreement by Parent HoldCo and Merger Sub 2 will not, (i) conflict with or violate the memorandum and articles HoldCo Organizational Documents or the Governing Documents of association of either Parent or Merger SubSub 2, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.03(b6.5(b) have been obtained and all filings and obligations described in Section 4.03(b6.5(b) have been made, conflict with or violate any Law Law, rule, regulation, order, judgment or decree applicable to Parent HoldCo or Merger Sub 2 or by which any of their respective property or asset of either of them assets is bound or affected or (iii) result in any breach of, or constitute a default (or an event thatwhich, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or other encumbrance on any property or asset of Parent HoldCo or Merger Sub 2 pursuant to, any Contract note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent each of HoldCo or Merger Sub 2 is a party or by which Parent HoldCo or Merger Sub 2 or any of their respective property or asset of either of them assets is bound or affectedbound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that which would notnot have, or would not reasonably be expected to have, individually or in the aggregate, prevent or materially delay consummation a material adverse effect on the ability of any of the Transactions by Parent HoldCo or Merger Sub or otherwise be materially adverse 2 to the ability of Parent enter into and Merger Sub to perform their material obligations under this Agreement. (ba) The execution and delivery by HoldCo and Merger Sub 2 of this Agreement by Parent and Merger Sub do each Ancillary Agreement to which it is a party does not, and the performance of this Agreement and each such Ancillary Agreement by Parent and HoldCo or Merger Sub and the consummation by Parent and Merger Sub of the Transactions 2, as applicable, will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for filings and/or notices pursuant to Section 13 applicable requirements, if any, of the Exchange Act Act, “Blue Sky” Laws and state takeover laws and the rules filing and regulations thereunderrecordation of the Second Certificate of Merger with the Secretary of State of the State of Delaware, as the case may be and (ii) for compliance with where the rules and regulations failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the NYSE, (iii) for the filing of the Plan of Merger Transactions or otherwise prevent HoldCo and related documentation with the Registrar of Companies of the Cayman Islands and the publication of notification of the Merger in the Cayman Islands Government Gazette pursuant to the CICL, and (iv) for the Requisite Regulatory Approvals. (c) Merger Sub has no secured creditors holding a fixed or floating security interest2 from performing their respective material obligations under this Agreement and each such Ancillary Agreement.