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

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 of the Company 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 or amendment of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 2.05(b) are obtained or made and except as disclosed in Section 2.05(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company of its obligations hereunder, including consummation of the transactions contemplated hereby, will not, not (i) conflict with or violate the Articles of Incorporation or Bylaws, or the equivalent organizational documents, in each case as amended or restated, of the Company or any of its subsidiaries, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision applicable Laws in effect as of the Company's Articles or the Company's By-laws date of this Agreement, or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction order or decree ("Law") applicable to the Company or any Company Subsidiary of its subsidiaries or by or to which any property or asset of the Company or any Company Subsidiary their respective properties is bound or affected subject or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation of, or benefit require payment under, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, with respect obligation to clauses (ii) and (iii), for which the Company or any such conflicts, violations, breaches, defaults of its subsidiaries is a party or other occurrences by or to which would neither, individually the Company or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent any of its subsidiaries or materially delay the performance any of this Agreement by the Companytheir respective properties is bound or subject.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company, and the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles certificate of incorporation or by-laws of the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) except as set forth on Section 3.4(a) of the Company Disclosure Schedule and assuming that all consents, approvals, authorizations and other actions described compliance with the matters set forth in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made3.4(b), conflict with or violate result in any foreign breach or domestic lawviolation of, statuteor constitute a default under, codeor give rise to any right of termination, ordinanceacceleration or other alteration in the rights under, rule(A) any Material Contract (other than any Material Contract that is (x) not a Government Contract and (y) terminable without liability by either party thereto upon 90 days or less notice) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties, regulation, order, judgment, writ, stipulation, award, injunction assets or decree rights are bound or ("Law"B) any Permit applicable to the Company or any of its Subsidiaries, (iii) assuming compliance with the matters set forth in Section 3.4(b) and assuming the Company Subsidiary Stockholder Approval is obtained, violate any provision of Law applicable to the Company or by which any property of its Subsidiaries or asset (iv) result in the creation of any Lien upon any of the properties, assets or rights of the Company or any Company Subsidiary is bound of its Subsidiaries (other than any such Lien created as a result of any action taken by Parent or affected or Merger Sub), except, in the case of clauses (ii), (iii) except as set forth in Section 3.5 of the Company 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 or amendment of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to clauses (ii) and (iii)iv) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, alteration, Lien or other occurrences which occurrence that would neithernot, individually or in the aggregate, (A) have constitute a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Company do not, not and the performance of this Agreement by the Company will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) contravene, conflict with or violate result in any provision violation or breach of the Certificate of Incorporation or By-Laws of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 3.5(bcontemplated by clauses (i) through (v) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 3.5(b) such clauses have been made, conflict with or violate any foreign or domestic applicable law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is of their respective properties are bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedulerequire any consent or other action by any person under, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which with notice or lapse of time or both would become a default) or result in the loss or change of a benefit or right under, or give rise to others any right of termination termination, cancellation, amendment or amendment acceleration of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise, approval or similar authorization or other instrument or obligationobligation (each, a “Contract”) to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence which would neithernot, individually or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles Company Charter, the Company By-Laws, or the Company's Bycertificate of incorporation and by-laws (or any equivalent organizational documents documents) of any Company Subsidiary, (ii) assuming that all consents, approvalsapprovals and other authorizations described in Section 3.05(b) have been obtained, authorizations that all filings and other actions described in Section 3.5(b3.05(b) have been obtained made or taken and all filings and obligations described in Section 3.5(b) have the Company Shareholder Approval has been madeobtained, conflict with or violate any federal, state, local or foreign or domestic law, statute, codeordinance or law, ordinance, or any rule, regulation, orderstandard, judgment, writ, stipulation, award, injunction Order or decree agency requirement of any Governmental Authority ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) by the Company or any Company Subsidiary under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the loss of any benefit under, or the creation of a lien any Lien on the properties or assets of the Company or any Company Subsidiary pursuant to, any Contract or other encumbrance on instrument or obligation to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) is bound or other instrument or obligationaffected, except, with respect to each of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance consummation of this Agreement by the CompanyTransactions.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, Transaction Documents and the performance consummation of this Agreement the transactions contemplated thereby by Seller and the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the certificate of incorporation or by-laws of Seller or the articles of incorporation or by-laws of the Company's Articles Company or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) except as set forth in SECTION 2.05(a) of the Disclosure Letter and assuming that all consents, approvals, authorizations and other actions described in Section 3.5(bSECTION 2.05(b) have been obtained and all filings and obligations described in Section 3.5(bSECTION 2.05(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss violation of any benefit under or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any a right of termination termination, cancellation or amendment of, acceleration or cancellation of any obligation or loss of a benefit under, or give rise to any obligation of the Company to make any payment under, or to the increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Liens upon any of the properties or assets of the Company under, any provision of (A) any contract, or permit to which the Company is a lien party or other encumbrance on by which any property of the properties or asset assets of the Company are bound; (B) any Order of any Governmental Entity applicable to the Company or any of the properties or assets of the Company Subsidiary pursuant to, as of the date hereof; or (C) any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligationapplicable Law, except, with respect to clauses clause (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences which as would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and of the consents, approvals, authorizations or permits, filings and notifications contemplated by Schedule 4.05(a) of the Company Disclosure Schedule, the performance of this Agreement by the Company will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the certificate of the Company's Articles incorporation or the Company's By-laws bylaws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, ruleinjunction, regulation, orderbinding guidance, judgment, writdecree or other order, stipulationin each case, award, injunction of any Governmental Authority or decree self-regulatory body ("Law"“Law(s)”) applicable to the Company or any Company Subsidiary or Subsidiary, by which any property or asset of the Company or any Company Subsidiary is bound or affected or which the Company or any Company Subsidiary has agreed to comply with, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligationMaterial Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have do not constitute a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance consummation by the Company of the Merger and the other transactions contemplated by this Agreement and compliance by the Company with the provisions of this Agreement by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with with, or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any violation or breach of, any loss of any benefit under or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any a right of termination or amendment of, or result in, termination, modification, cancellation or acceleration or cancellation of any obligation or to the loss of a benefit under, or result in the creation of a lien any Lien in or upon any of the properties or other encumbrance on any property or asset assets of the Company or any of its Subsidiaries under, (i) the Company Subsidiary pursuant toCertificate or the Company Bylaws or the comparable organizational documents of any of its Subsidiaries, (ii) any noteloan or credit agreement, bond, debenture, note, mortgage, or indenture, or any lease, supply agreement, license agreement, development agreement or other contract, agreement, leaseobligation, licensecommitment or instrument (each, including all amendments thereto, a “Contract”), to which the Company Permit (as defined in Section 3.6) or any of its Subsidiaries is a party or any of their respective properties or other instrument assets is subject or obligation(iii) subject to obtaining the Company Stockholder Approval and assuming the consents, exceptapprovals, filings and other matters referred to Section 3.05(b) are duly obtained or made, any (A) statute, law, ordinance, rule or regulation (domestic or foreign) issued, promulgated or entered into by or with respect any Governmental Entity (each, a “Law”) applicable to the Company or any of their respective Subsidiaries or any of their respective properties or other assets or (B) order, writ, injunction, decree, judgment or stipulation issued, promulgated or entered into by or with any Governmental Entity (each, an “Order”) applicable to the Company or any of its Subsidiaries or their respective properties or other assets, other than, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, rights of termination, modification, cancellation or other occurrences which would neitheracceleration, losses or Liens that individually or in the aggregate, (A) aggregate have not had and would not reasonably be likely to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company's Articles or the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinance, rule, regulation, executive order, judgment, writ, stipulation, award, injunction decree or decree other order ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contractcontract (written or oral), agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other binding commitment, instrument or obligationobligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) not reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations under this Agreement or the consummation by the Company of the Transactions will not, : (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles Company Charter Documents or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, of the Company's Subsidiaries; (ii) assuming that all consents, approvals, authorizations and other actions described subject to compliance with the requirements set forth in Section 3.5(b2.5(b) have been obtained and all filings and obligations described in obtaining the Section 3.5(b) have been made350 Vote, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Legal Requirement applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected affected; or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or materially impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination or amendment oftermination, amendment, renegotiation, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary Lien pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit Contract (as defined in Section 3.68.7(c)) to which the Company or other instrument any of its Subsidiaries is a party or obligationby which the Company or any of its Subsidiaries or its or any of their respective properties are bound or affected, except, with respect to except in the case of clauses (ii) and (iii), for any such conflicts, violations, breachesdefaults, defaults impairments, rights, losses or other occurrences which would neitherLiens that, individually or in the aggregateaggregate with similar conflicts, violations, defaults, impairments, rights, losses or Liens, would not reasonably be expected to (x) be material to the Company and its Subsidiaries taken as a whole, (Ay) have a impair in any material respect the ability of the Company Material Adverse Effect nor to perform its obligations under this Agreement or (Bz) prevent or materially delay the performance consummation of this Agreement by the CompanyTransactions.

No Conflict; Required Filings and Consents. (a) The Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery of this Agreement by the Company do not, and nor the performance consummation of this Agreement the Merger or other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not, (i) (assuming the shareholder approval set forth violate, conflict with, or result in Section 3.4 is obtained) conflict with or violate a breach of any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become constitute a default) under, or give to others any result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or amendment of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien any Lien upon any of the properties or other encumbrance on any property or asset assets of the Company or any Company Subsidiary pursuant toof its Subsidiaries under, any of the terms, conditions or provisions of (A) their respective Charter Documents or Governing Documents, (B) any note, bond, charge, lien, pledge, mortgage, indentureindenture or deed of trust to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, contract, agreementor (C) any license, lease, license, Company Permit (as defined in Section 3.6) agreement or other instrument or obligationobligation to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, except, with respect to in the case of clauses (i) (B) and (C) and (ii) and (iii)above, for any such violations, conflicts, violations, breaches, defaults defaults, terminations, suspensions, accelerations, rights of termination or other occurrences acceleration or creations of liens, security interests, charges or encumbrances which would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company's Articles or the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.05(a) have been obtained and that all filings and other actions described in Section 3.5(b3.05(a) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinance, rule, regulation, executive order, judgment, writinjunction, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 3.05(a) of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to any right or obligation under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contractcontract (written or oral), agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other binding commitment, instrument or obligationobligation (each, except, with respect a “Contract”) to clauses (ii) and (iii), for which the Company or any such conflicts, violations, breaches, defaults Subsidiary is a party or other occurrences by which would neither, individually the Company or in a Subsidiary or any property or asset of the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Companyany Subsidiary is bound or affected.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement consummation by the Company of the Transactions will not, (i) conflict with or violate the Organizational Documents of the Company or any of its Subsidiaries, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles United States (federal, state or the Company's By-laws local), Canadian (federal, provincial or any equivalent organizational documents of any Company Subsidiary, (iilocal) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writdecree or common law (collectively, stipulation, award, injunction or decree ("Law"“Laws”) applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property of its properties or asset of the Company or any Company Subsidiary assets is bound or affected affected, except for such conflicts or violations that, individually or in the aggregate, would not have a Company Material Adverse Effect or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any a violation or 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 or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company, exceptany of its Subsidiaries or any of their respective properties or assets is bound or affected, with respect to clauses (ii) except as disclosed in Section 2.06 of the Disclosure Schedule and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which would neitherthat, individually or in the aggregate, (A) would not have a Company Material Adverse Effect nor (B) or will not prevent or materially delay the performance consummation of this Agreement by the CompanyTransactions.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by the Company do notCompany, and the performance of this Agreement consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will not, (i) conflict with or violate the certificate of incorporation or by-laws of the Company or the comparable organizational documents of any of its Subsidiaries, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary its subsidiaries, or by which any property or asset of the Company them or any Company Subsidiary is of their respective properties or assets may be bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any a violation or 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 rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in any loss of any material benefit, or the creation of a lien or other encumbrance any Lien on any of the property or asset assets of the Company or any Company Subsidiary of its subsidiaries (any of the foregoing referred to in clause (ii) or this clause (iii) being a "Violation") pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective properties may be bound or affected, except, with respect to except in the case of the foregoing clauses (ii) and or (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences which would neitherViolations which, individually or and in the aggregate, (A) would not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by on the Company.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the transactions contemplated hereby and compliance with the provisions hereof by the Company do not and will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Restated Certificate or By-Laws of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvalsapprovals and authorizations contemplated by clauses (i), authorizations (ii), (iii) and other actions described in Section 3.5(b(iv) of subsection (b) below have been obtained and all filings and obligations described in Section 3.5(b) such clauses have been made, conflict with or violate any foreign or domestic law, statute, code, ordinancelaw, rule, regulation, ordinance, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is of their respective properties or assets are bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleconflict with, or result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which 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 right of termination termination, cancellation, amendment or amendment acceleration of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien any Lien in or other encumbrance on upon any property of the properties or asset assets of the Company or any Company Subsidiary pursuant toof its subsidiaries under, or give rise to any noteincreased, bondadditional, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) accelerated or guaranteed rights or entitlements under any provision of any agreement or other instrument binding upon the Company or obligationany of its subsidiaries or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating to the assets or business of the Company and its subsidiaries, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default or other occurrences occurrence which would neithernot be reasonably expected to have, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do notof, and the performance of this Agreement by the Company of its obligations under, this Agreement, do not and will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate the Charter or Bylaws or any provision organizational document of any of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiarysubsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 3.5(bcontemplated by subsection (b) below have been obtained and all filings and obligations described in Section 3.5(bsuch subsection (b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of its subsidiaries or by which its or any property of their respective properties are bound, (iii) result in the creation of any Lien on any of the material properties or asset assets of the Company or any Company Subsidiary is bound or affected of its subsidiaries or (iiiiv) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in (A) any breach of, any loss or violation of any benefit under or constitute a default (or an event which 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 right of termination termination, cancellation, amendment or amendment acceleration of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of Contract to which the Company or any of its subsidiaries is a party or by which the Company Subsidiary pursuant to, or any note, bond, mortgage, indenture, contract, agreement, lease, license, of its subsidiaries or its or any of their respective properties or assets are bound or (B) any change of any rights or obligations of any party to a Contract to which the Company Permit (as defined in Section 3.6) or other instrument any of its subsidiaries is a party or obligationby which the Company or any of its subsidiaries or its or any of their respective properties or assets are bound, except, with respect to in the case of clauses (ii), (iii) and (iii)iv) above, for any such conflictsconflict, violationsviolation, breachesLien, defaults breach, default, loss, right, change or other occurrences occurrence which would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by the Company do not, and the performance by the Company of this Agreement by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of the Company's Articles Incorporation or the Company's By-laws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b3.05(b) have been obtained or taken and all filings and obligations described in Section 3.5(b3.05(b) have been mademade or fulfilled, conflict with or violate any foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, rule, regulation, orderinjunction, judgment, writdecree or other order, stipulationincluding those promulgated, award, injunction interpreted or decree enforced by a Governmental Authority ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 3.05(a) of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Organizational Documents of the Company or any Subsidiary; (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate in any provision of the Company's Articles material respect any United States (federal, state or the Company's By-laws local) or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree (collectively, "LawLaws") applicable to the Company or any Company Subsidiary or by which any material property or asset of the Company or any Company Subsidiary is bound or affected affected; or (iii) except as set forth in Section 3.5 on Schedule 3.05(a) of the Company Disclosure Schedule, require a consent under, violate, conflict with, 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 or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any material promissory note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, with respect obligation to clauses (ii) and (iii), for which the Company or any such conflicts, violations, breaches, defaults Subsidiary is a party or other occurrences by which would neither, individually the Company or in any Subsidiary or any property or asset of the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Companyany Subsidiary is otherwise bound or affected.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby by the Company will not, (i) (assuming receipt of the shareholder approval set forth in Section 3.4 is obtained) Company Stockholder Approval, conflict with or violate any provision of the Company's Articles Company Charter or the Company's By-laws Company Bylaws or any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions permits described in Section 3.5(b4.5(b) have been obtained and obtained, all filings and obligations notifications described in Section 3.5(b4.5(b) have been mademade and any waiting periods thereunder have terminated or expired, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected bound, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedulerequire any consent or approval under, result in any breach of, of or any loss of any benefit under or material increase in any cost or obligation of the Company or any Company Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination or amendment oftermination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any obligation right of purchase, first offer or benefit under, forced sale under or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgagedebt instrument, indenture, contractContract, agreementground lease, leaseReal Property Lease, license, Company Permit (as defined in Section 3.6) permit or other instrument legally binding obligation to which the Company or obligationany Company Subsidiary is a party, except, with respect as to clauses (ii) and (iii), respectively, for any such conflicts, violations, breaches, defaults or other occurrences which would neitherwhich, individually or in the aggregate, (A) have not had and would not reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company's Articles or the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinance, rule, regulation, executive order, judgment, writ, stipulation, award, injunction decree or decree other order ("LawLAW") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contractcontract (written or oral), agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other binding commitment, instrument or obligationobligation (each, a "CONTRACT") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) not reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement by the Company do not, not and the performance of this Agreement by the Company will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of Incorporation or By-Laws of the Company's Articles Company or the Company's By-laws or any equivalent organizational documents of any Company Subsidiaryof the Company’s subsidiaries, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 3.5(bcontemplated by clauses (i) through (iv) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 3.5(b) such clauses have been made, conflict with or violate any foreign term or domestic provision of any state or federal law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is of their respective properties are bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which 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 right of termination termination, cancellation, amendment or amendment acceleration of, acceleration or cancellation of any obligation or benefit undercontract, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant toplan, any undertaking, understanding, agreement, license, lease, note, bond, mortgage, indenture, contractpermit, agreementinstrument, lease, license, Company Permit (as defined in Section 3.6) obligation or other instrument binding commitment, whether written or obligationoral (each, a “Contract”) to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound, or result in the creation of any mortgage, pledge, lien, charge, restriction, claim or encumbrance (each, a “Lien”) upon any of the properties or assets of the Company or any of its subsidiaries, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsbreach, violations, breaches, defaults violation or other occurrences default which would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 2.6 of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance by the Company do notof its obligations hereunder, and nor the performance consummation of this Agreement by the Company will nottransactions contemplated hereby, will: (i) conflict with the Company's certificate of incorporation or bylaws; (ii) assuming satisfaction of the shareholder approval requirements set forth in Section 3.4 is obtained2.6(b) conflict with or below, violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, codelaw, ordinance, rule, rule or regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its Subsidiaries or any Company Subsidiary is bound of their properties or affected assets; or (iii) except as set forth violate, breach, be in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under conflict with or constitute a default (or an event which which, with notice or lapse of time or both both, would become constitute a default) under, or give to others permit the termination of any right of termination or amendment provision of, or result in the termination of, the acceleration of the maturity of, or cancellation the acceleration of the performance of any obligation of the Company or benefit any of its Subsidiaries, or cause an indemnity payment to be made by the Company or any of its Subsidiaries under, or result in the creation or imposition of a any lien upon any properties, assets or other encumbrance on any property or asset business of the Company or any Company Subsidiary pursuant toof its Subsidiaries under, any note, bond, indenture, mortgage, indenturedeed of trust, lease, franchise, permit, authorization, license, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) instrument or other instrument agreement or obligationcommitment or any order, judgment or decree to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound or encumbered, or give any Person the right to require the Company or any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, conflicts, defaults or other occurrences which would neitherwhich, individually or in the aggregate, (A) would not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement the Transaction Documents by the Company do not, and the performance of this Agreement by the Company of its obligations thereunder, will not, (i) (assuming the shareholder approval set forth result in Section 3.4 is obtained) a breach of or conflict with or violate any provision the certificate of the Company's Articles incorporation or the Company's Byother constating documents or by-laws or any equivalent organizational documents documents, each as amended to date, of the Company or any Company Subsidiary, (ii) assuming that all consentsresult in a breach of, approvalsconstitute a default under, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, violate or conflict with any material term or violate provision of any foreign order of any court, Governmental Authority or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any notepayment under, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit any Material Contract (as defined in Section 3.63.11) or Company Permit or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other instrument party to such agreement, contract, arrangement or obligation, except, with respect understanding; or (iv) give rise to clauses (iiany Liability not disclosed in Section 3.04(a) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in of the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyDisclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance consummation of this Agreement by the Company transactions contemplated hereby will not, not (i) conflict with or violate the charter or bylaws, in each case as amended or restated, of the Company or any of its subsidiaries, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiaryfederal, (ii) assuming that all consentsstate, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic local law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree (collectively, "LawLaws") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company or any Company Subsidiary their assets is bound or affected subject or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation of, or benefit require payment under, or result in the creation of a lien or other encumbrance Lien on any property or asset of the assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any of its subsidiaries is a party or by or to which the Company or any of its subsidiaries or any of their assets is bound or subject, except, with respect to clauses (ii) and (iii)) above, for any (A) such conflicts, violations, breaches, defaults defaults, terminations, amendments, accelerations, cancellations, payments, or other occurrences which Liens as would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor or (B) prevent or materially delay as set forth in the performance of this Agreement by the CompanyCompany Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement do not, the execution and delivery by the Company do of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance of its agreements and obligations under this Agreement by the Company will not, (i) conflict with or violate the Company Charter or Company Bylaws or any Subsidiary Documents, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected or affected, (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any material breach of, any loss of any benefit under or constitute a material default (or an event which that with notice or lapse of time or both would become a material default) ), or impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets (including intangible assets) of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected that is, exceptin each case, material to the Company, or (iv) give rise to or result in any person having, or having the right to exercise, any pre-emptive rights, rights of first refusal, rights to acquire or similar rights with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults capital stock of the Company or other occurrences any of its Subsidiaries or any of their respective assets or properties pursuant to any agreement to which would neither, individually the Company or in the aggregate, (A) have any of its Subsidiaries is a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Companyparty.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company (including but not limited to the consummation of the Merger) will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of Incorporation or Bylaws or resolution of the Company's Articles Board of Directors or the Company's By-laws Company Stockholders or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b3.06(b) have been obtained and all filings and obligations described in Section 3.5(b3.06(b) have been mademade or complied with, conflict with or violate in any material respect any foreign or domestic (Federal, state, foreign, local or municipal) law, statute, ordinance, constitution, principle of common law, resolution, franchise, permit, concession, license, writ, decree code, ordinanceedict, decree, rule, regulation, orderruling or requirement issued, judgmentenacted, writadopted, stipulationpromulgated, awardimplemented or otherwise put into effect by or under the authority of any Governmental Entity and any orders, injunction writs, injunctions, awards, judgments and decrees applicable to the Company or decree any Subsidiary, as the case may be, or to any of their respective assets, properties or businesses ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleconflict with, 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, require consent, approval or notice under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of of, require any obligation or benefit payment under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, with respect obligation to clauses which the Company or any Subsidiary is a party (iiincluding but not limited to any Company Contract) and (iii), for or by which any such conflicts, violations, breaches, defaults property or other occurrences which would neither, individually asset of the Company or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent any Subsidiary is bound or materially delay the performance of this Agreement by the Companyaffected.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and nor the performance of this Agreement consummation by the Company of the transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of (x) the Company's Articles ’s Certificate of Incorporation or Bylaws or (y) the Company's By-laws certificate of incorporation or any bylaws (or equivalent organizational documents documents) of any Subsidiary of the Company Subsidiary(assuming, in each case, with respect to the consummation of the Merger that the Company Stockholder Approval is obtained), (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been or made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleviolate, conflict with or result in any breach of any provision of, any or loss of any benefit under benefit, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination or amendment oftermination, acceleration or cancellation of or require the Consent of, notice to or filing with any obligation third Person pursuant to any of the terms or benefit under, provisions of any Contract to which the Company or result in any of its Subsidiaries is a party (other than a Benefit Plan and other than the creation of a lien Convertible Notes) or other encumbrance on by which any property or asset of the Company or any of its Subsidiaries is bound, or result in the creation of a Lien, other than any Permitted Lien, upon any of the property or assets of the Company Subsidiary pursuant toor any of its Subsidiaries, any noteother than, bondin the case of clauses (i)(y), mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflictsthat has not had, violations, breaches, defaults or other occurrences which and would neithernot reasonably be expected to have, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will shall not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the certificate of the Company's Articles incorporation or the Company's Byby-laws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations notifications described in Section 3.5(b3.05(b) have been made, conflict with or violate any foreign United States or domestic non-United States statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, rule, regulation, orderinjunction, judgment, writ, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreementagreement (oral or written), lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument (“Contract”) or obligationobligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their properties or assets is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences described in such clauses which would neithernot reasonably be expected, individually or in the aggregate, (A) to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by Parent of this Agreement do not, the execution and delivery by Parent of any instrument required hereby to be executed and delivered by Parent at the Company do Closing will not, and the performance of its agreements and obligations under this Agreement by the Company Parent will not, (i) conflict with or violate the Parent Charter Documents or the Company Charter Documents, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiaryfederal, (ii) assuming that all consentsstate, approvalslocal, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been mademunicipal, conflict with or violate any foreign or domestic other law, statute, codeconstitution, resolution, ordinance, rule, regulationcode, order, judgmentedict, writdecree, stipulationrule, awardregulation or ruling issued, injunction enacted, adopted, promulgated, implemented or decree otherwise put into effect by or under the authority of any Governmental Entity (each, a "LawLegal Requirement") applicable to Parent or the Company or any Company Subsidiary or by which any property or asset of the Company it or any Company Subsidiary of its properties is bound or affected affected; or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under), or impair the Company's rights, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets (including intangible assets) of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company is a party or by which the Company or any of its properties is bound or affected, except, with respect to clauses (ii) and (iii), for any other than such conflicts, violations, breaches, defaults or other occurrences which impairments as would neithernot, individually or in the aggregate, (A) have or reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by on the Company.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Schedule 3.4, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the transactions contemplated hereby by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of to the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been madeknowledge, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, court order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of the Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their property is bound or affected affected, (ii) violate or conflict with the Company's Amended and Restated Articles of Incorporation (the "Restated Articles") or By-Laws or equivalent organizational documents of any Subsidiary, or (iii) except as set forth in Section 3.5 of the Company 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 result in any, or give rise to others any right rights of termination termination, cancellation or amendment of, acceleration or cancellation of any obligation obligations or any loss of any material benefit underunder or, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets (whether owned or leased) of the Company or any Company Subsidiary of the Subsidiaries pursuant to, any note, bond, mortgage, indentureagreement, contract, agreementinstrument, leasepermit, licenselicense or franchise to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or its or any of their property (whether owned or leased) is bound or affected, Company Permit (as defined except for, in Section 3.6) or other instrument or obligation, except, with respect to the case of clauses (iii) and (iii), for any such conflicts, violations, breaches, breaches or defaults or other occurrences which would neitherwhich, individually or in the aggregate, (A) would not be reasonably likely to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the certificate of the Company's Articles incorporation or the Company's By-laws bylaws or any equivalent organizational documents documents, each as amended to date, of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b4.05(b) have been obtained and obtained, that all filings and obligations described in Section 3.5(b4.05(b) have been mademade and that the Company Stockholder Approval has been obtained, conflict with or violate any foreign United States or domestic non-United States (including without limitation any state, local, international or foreign) statute, law, statuteordinance, regulation, rule, code, ordinancewrit, ruleexecutive order, regulation, orderinjunction, judgment, writ, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under under, or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property of any of them is bound or affected, except, with respect to clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences which would neitherthat, individually or in the aggregate, (A) would not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement the Company Transaction Documents by the Company do not and will not, and : (a) conflict with or violate the performance Organizational Documents of this Agreement by the Company will not, or any Subsidiary; (i) (assuming the shareholder approval set forth in Section 3.4 is obtainedb) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary or by which its or any property of their respective properties are bound or asset affected; (c) require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity (other than any filing required under Section 13(a) or (d), 14, 15(d) or 16(a) of the Company or any Company Subsidiary is bound or affected or Exchange Act); (iiid) except as set forth in Section 3.5 require the approval of the Company Disclosure ScheduleCompany's stockholders under applicable state or federal law or the rules and regulations applicable to companies listed on the New York Stock Exchange ("NYSE"); (e) assuming that no member of the Investor Group is part of a "group," as such term is defined under the Exchange Act, with any person who is not a member of the Investor Group, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which with notice or lapse of time or both would could become a default) or result in the loss by the Company or any Subsidiary of a material benefit under, or give rise to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any noteContract, bondPermit, mortgageEmployment, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) Consulting or Severance Agreement or other instrument or obligation, exceptobligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties are bound or affected; or (f) assuming that no member of the Investor Group is part of a "group," as such term is defined under the Exchange Act, with respect any person who is not a member of the Investor Group, give rise to any obligation on the part of the Company or any Subsidiary to pay or provide any Severance Payment; other than (i) in the case of clauses (iib) and (iii), e) for any such conflicts, violations, breaches, defaults or other occurrences which defaults, rights, losses and Liens as would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor and (Bii) prevent or materially delay in the performance case of this Agreement by clause (c), such consents, approvals, authorizations, permits, actions, filings and notifications, the Companyabsence of which would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions will not, (i) (assuming conflict with, violate or result in a breach of the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision Charter Documents of the Company's Articles , TransMontaigne Partners or the Company's By-laws or any equivalent organizational documents of any Company SubsidiaryGeneral Partner, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any U.S. federal, state or local or foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinance, rule, regulation, executive order, judgment, writ, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a loss of a material benefit under, give rise to a material obligation under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other binding commitment, instrument or obligationobligation (each, a “Contract”) to which the Company or any Subsidiary is a party or by which the Company, or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neitherthat, individually or in the aggregate, (A) would not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement nor the performance by the Company do notof its obligations hereunder, and nor the performance consummation of this Agreement by the Company will nottransactions contemplated hereby, will: (i) conflict with the Company's certificate of incorporation or bylaws or the comparable charter or organizational documents of any of its Subsidiaries; (ii) assuming satisfaction of the shareholder approval requirements set forth in Section 3.4 is obtained3.6(b) conflict with or below, violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, codelaw, ordinance, rule, rule or regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its Subsidiaries or any Company Subsidiary is bound or affected of their Assets; or (iii) except as set forth violate, breach, be in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under conflict with or constitute a default (or an event which which, with notice or lapse of time or both both, would become constitute a default) under, or give to others permit the termination of any right of termination or amendment provision of, result in the termination of, the acceleration of the maturity of, or cancellation the acceleration of the performance of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any of its Subsidiaries under, result in the creation or imposition of any Lien upon any Assets of the Company Subsidiary pursuant toor any of its Subsidiaries under, or give rise to any third party's right of first refusal, or other similar right, under any note, bond, indenture, mortgage, indenturedeed of trust, lease, franchise, permit, authorization, license, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) instrument or other instrument agreement or obligationcommitment or any order, judgment or decree to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective Assets are bound or encumbered, or give any Person the right to require the Company or any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, conflicts, defaults or other occurrences which would neitherwhich, individually or in the aggregate, (A) have would not cause a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement and the consummation by the Company of the Transactions do not and will not, and the performance of this Agreement compliance by the Company with its obligations hereunder and thereunder will not, (i) (assuming the shareholder approval set forth result in Section 3.4 is obtained) a violation or breach of or conflict with the Company Charter or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company SubsidiaryBylaws, (ii) assuming that all subject to obtaining or making consents, approvals, authorizations and other actions described in subsection (b) of this Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made5.05, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or bound, (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any violation or breach of or conflict with any provisions of, any loss of any benefit under or constitute a default (with or an event which with without notice or lapse of time or both would become both) a defaultdefault (or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under, or give to others any right of termination or amendment of, acceleration or cancellation result in the loss of any obligation or benefit under, or result in the triggering of any payments pursuant to, any of the terms, conditions or provisions of any Company Material Contract to which the Company or any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound or (iv) result in the creation of a lien or other encumbrance Lien, except for Permitted Liens, on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligationSubsidiary, except, with respect to clauses (ii), (iii) and (iiiiv), for any such conflictstriggering of payments, Liens, encumbrances, filings, notices, permits, authorizations, consents, approvals, violations, breachesterminations, defaults amendments, accelerations, cancellations, conflicts, breaches or other occurrences defaults, which would neithernot, individually or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the consummation of the Merger by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles or the Company's By-laws Bylaws or the articles of incorporation or bylaws (or any equivalent organizational documents documents) of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 4.05(b) of this Agreement have been obtained and that all filings and other actions described in Section 3.5(b4.05(b) of this Agreement have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of with respect to the Company Disclosure ScheduleDebentures, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, except with respect to clauses clause (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company of its obligations hereunder will not, : (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, ’s Governing Documents; (ii) assuming that all consentsconflict with, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with breach or violate any federal, state, foreign or domestic local law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law"collectively, “Laws”) in effect as of the date of this Agreement and applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected Company; or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any other entity any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit of, require payment under, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company is a party or by the Company or any of its properties or assets is bound other than violations, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations, creations of liens, or other occurrences which incumbency that would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay except to the performance extent that stockholder approval may be required as a result of the Authorized Stock Proviso, in which event, the Company will seek stockholder approval to an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Agreement by the Company.Section 4.5. SECURITIES PURCHASE AGREEMENT

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery performance of this Agreement and the Employment Agreement by the Company do not, not and the performance of this Agreement by the Company will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of Incorporation or By-Laws of the Company's Articles , (ii) conflict with or violate the Company's Bycertificate of incorporation, by-laws or any equivalent organizational comparable constituent documents of any Company Subsidiarythe subsidiaries of the Company, (iiiii) assuming that all consents, approvals, authorizations authorizations, declarations and other actions described in Section 3.5(bpermits contemplated by clauses (i) through (vii) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 3.5(b) such clauses have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary is bound or affected of their respective properties are bound, or (iiiiv) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which 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 right of termination termination, cancellation, amendment or amendment acceleration of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) license or other instrument or obligationobligation ("Contracts") to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound, except, with respect to in the case of clauses (ii), (iii) and (iii)iv) above, for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, acceleration, loss, right or other occurrences which would neitheroccurrence that, individually or in the aggregate, would not, and would not reasonably be expected to, (Ax) have a Company Material Adverse Effect nor or (By) prevent prevent, materially delay or materially delay the performance of this Agreement by impede the Company's ability to consummate the Merger or the other transactions contemplated by this Agreement.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.6 of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance by the Company do notof its obligations hereunder, and nor the performance consummation of this Agreement by the Company will nottransactions contemplated hereby, will: (i) conflict with the Company's certificate of incorporation or bylaws or the comparable charter or organizational documents of any of its material Subsidiaries; (ii) assuming satisfaction of the shareholder approval requirements set forth in Section 3.4 is obtained3.6(b) conflict with or below, violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, codelaw, ordinance, rule, rule or regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its Subsidiaries or any Company Subsidiary is bound of their properties or affected assets; or (iii) except as set forth violate, breach, be in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under conflict with or constitute a default (or an event which which, with notice or lapse of time or both both, would become constitute a default) under, or give to others permit the termination of any right of termination or amendment provision of, or result in the termination of, the acceleration of the maturity of, or cancellation the acceleration of the performance of any obligation of the Company or benefit any of its Subsidiaries under, or result in the creation or imposition of a any lien upon any properties, assets or other encumbrance on any property or asset business of the Company or any Company Subsidiary pursuant toof its Subsidiaries under, any note, bond, indenture, mortgage, indenture, contract, agreementdeed of trust, lease, franchise, permit, authorization, license, contract (including, without limitation, Company Permit (as defined in Section 3.6) Contracts), instrument or other instrument agreement or obligationcommitment or any order, judgment or decree to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound or encumbered, or give any Person the right to require the Company or any of its Subsidiaries to purchase or repurchase any notes, bonds or instruments of any kind except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, conflicts, defaults or other occurrences which would neitherwhich, individually or in the aggregate, (A) are not reasonably likely to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 2.5 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the transactions contemplated hereby by the Company will shall not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Company Articles or the Company's Company By-laws Laws or any equivalent organizational documents the Articles of Incorporation or By-Laws of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any domestic (federal, state or local) or foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree (collectively, "LawLaws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, require the giving of notice to, or the consent of, any third party under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or its or any of their respective properties is bound or affected, except, with respect to clauses (ii) and except in the case of clause (iii), ) for any such conflicts, violations, breaches, defaults or other occurrences which that would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay on the performance of this Agreement by Company and the CompanyCompany Subsidiaries, taken as a whole.

No Conflict; Required Filings and Consents. (a) The Except as disclosed on Schedule 2.1(e), the execution and delivery of this Agreement the Transaction Documents by the Company and its subsidiaries, as applicable, do not, and the performance of this Agreement by the Company and its subsidiaries, as applicable, of the transactions contemplated hereby or thereby will not, (i) (assuming subject to making the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of filings and obtaining the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions permits described in this Section 3.5(b2.1(e), (i) have been obtained and all filings and obligations described in Section 3.5(b) have been madeviolate, conflict with, or result in any breach of any provision of the Certificates or Articles of Incorporation or Bylaws or equivalent organizational documents, in each case as amended or restated, of the Company or any of its subsidiaries, (ii) violate, conflict with, or result in a violation or breach of, or constitute a default (with or without due notice or lapse of time or both) under, or permit the termination of, or result in the acceleration of, or entitle any party to accelerate (whether as a result of a change in control of the Company or any of its subsidiaries or otherwise) any obligation, or result in the loss of any benefit, or give any person the right to require any security to be repurchased, or give rise to the creation of any lien, charge, security interest or encumbrance upon any of the properties or assets of the Company or any of its subsidiaries under any of the terms, conditions, or provisions of, any loan or credit agreement, note, bond, mortgage, indenture or deed of trust, or any license, lease, agreement or other instrument or obligation to which any of them is a party or by which any of them or any of their properties or assets may be bound or subject, except for such violations, conflicts, breaches, defaults, terminations, accelerations, losses or other such events as have not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) violate any foreign or domestic laworder, writ, judgment, injunction, decree, statute, coderule or regulation of any court or any federal, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction state or decree local administrative agency or commission or other governmental authority or instrumentality (a "LawGovernmental Entity") applicable to the Company or any Company Subsidiary of its subsidiaries or by which or to which any property of their respective properties or asset of the Company or any Company Subsidiary assets is bound or affected or subject (iii) "Applicable Laws"), except for such violations as set forth in Section 3.5 of the Company 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) underhave not had, or give could not reasonably be expected to others any right of termination or amendment of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neitherhave, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company.Effect. No consent,

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company of its obligations under this Agreement will not, : (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the certificate or articles of incorporation or bylaws of the Company's Articles Company or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, ; (ii) assuming that all consents, approvals, authorizations subject to obtaining the approvals and other actions described compliance with the requirements set forth in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made), conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Order applicable to the Company or any Company Subsidiary or by which any property of their respective properties or asset of the Company or any Company Subsidiary assets is bound or affected affected; or (iii) except as set forth in Section 3.5 of the Company Disclosure ScheduleSchedule 3.5, result in any breach of, any loss of any benefit under or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance an Encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Company Subsidiary is a party or by which the Company, any Company Subsidiary or any of their respective properties or assets 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 alterations or occurrences which that would neithernot: (x) prevent or, individually to the knowledge of the Company, delay in any material respect, consummation of the Merger; (y) otherwise prevent the Company from performing its obligations under this Agreement in any material respect; or in the aggregate, (Az) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by on the Company.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles Company Charter Documents or the Company's By-laws or any equivalent organizational documents of any Company Subsidiaryof the Company's subsidiaries, (ii) assuming that all consentssubject, approvals(x) with respect to the Merger, authorizations to the approval of this Agreement by holders of a majority of the outstanding Shares in accordance with Nevada Law and other actions described (y) to compliance with the requirements set forth in Section 3.5(bSECTION 2.5(B) have been obtained and all filings and obligations described in Section 3.5(b) have been madehereof, conflict with or violate in any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") material respect any Legal Requirements applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleconflict with or violate, or result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or alter the rights or obligations of any third party under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any noteCompany Contract to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or its or any of their respective properties are bound or affected, bondexcept to the extent such conflict, mortgageviolation, indenturebreach, contractdefault, agreement, lease, license, Company Permit (as defined in Section 3.6) impairment or other instrument or obligation, except, with respect to effect would not in the case of clauses (ii) and or (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, be reasonably likely to (A) have be material to the Company and its subsidiaries taken as a Company Material Adverse Effect nor whole, or, following the Effective Time, Parent or the Surviving Corporation, or (B) prevent or materially delay have a material adverse effect on the performance ability of the Company to perform its obligations under this Agreement by or consummate the CompanyTransactions without any material delay.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery of this Agreement by the Company do notCompany, and the performance of this Agreement by the Company of its obligations hereunder and the consummation by the Company of the transactions contemplated hereby will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate the Company Governing Documents or any provision Subsidiary Governing Documents or any resolution adopted by the shareholders of the Company or the board of directors or any committee of the Company Board or any Subsidiary of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, ; (ii) assuming that all consents, approvals, authorizations and other actions Consents described in Section 3.5(b3.4(b) have been obtained and all filings and obligations described in Section 3.5(b) have been madeobtained, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary of its Subsidiaries, or by which any property or asset of the Company them or any Company Subsidiary is of their respective properties or assets may be bound or affected affected; or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any a violation or 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 rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in any loss of any benefit, or the creation of a lien or other encumbrance any Lien on any property of the properties or asset assets of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, with respect obligation to clauses which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets may be bound or affected (any of the foregoing referred to in clause (ii) and above or this clause (iii) being a “Company Violation”), for other than, in the case of clause (ii) or clause (iii) above, any such conflicts, violations, breaches, defaults or other occurrences which Company Violations that have not had and would neithernot reasonably be expected to have, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by such Seller, nor the Company do not, and consummation by such Seller of the performance of transactions to which it is a party that are contemplated by this Agreement by the Company will notwill, (i) (assuming the shareholder approval set forth if such Seller is a corporation, limited liability company, limited partnership or trust, conflict with, or result in Section 3.4 is obtained) conflict with any violation or violate breach of, any provision of the Company's Articles certificate or the Company's By-laws articles of incorporation, bylaws, limited liability or any equivalent organizational documents operating agreement , partnership agreement or trust agreement of any Company Subsidiarysuch Seller, (ii) assuming that all consentsresult in any violation or breach of, approvalsor constitute (with or without notice or lapse of time, authorizations or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under, or require a consent or waiver under, any of the terms, conditions or provisions of any note, bond, trust agreement, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which such Seller is a party or by which such Seller or any of its properties or assets may be bound, or (iii) subject to the governmental filings and other actions described matters referred to in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made4.03(b), conflict with or violate any foreign or domestic lawpermit, concession, franchise, license, judgment, order, decree, statute, codelaw, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction rule or decree ("Law") regulation applicable to the Company such Seller or any Company Subsidiary of its properties or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) assets; except as set forth in Section 3.5 of the Company 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 or amendment of, acceleration or cancellation of any obligation or benefit under, or result in the creation case of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to clauses (ii) and (iii), ) for any such conflictsconflict, violationsviolation, breachesbreach, defaults default or other occurrences which would neithermatter which, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) would not prevent or materially delay the performance of such Seller from performing its obligations under this Agreement by the CompanyAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or By-laws or equivalent organizational documents of the Company or any Subsidiary, as applicable, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles domestic (federal, state or the Company's By-laws local) or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree (collectively, "LawLaws") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, except for such conflicts or violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect, or (iii) except as set forth in Section 3.5 of the Company 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 or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (iiexcept as disclosed in Section 3.05(a) of the Company Disclosure Schedule and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences which would neitherthat, individually or in the aggregate, (A) would not have a Company Material Adverse Effect nor (B) and will not prevent or materially delay the performance consummation of the transactions contemplated by this Agreement by the CompanyAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement by the Company do not, and the performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, (i) (assuming the shareholder approval set forth in Section 3.4 Shareholder Approval is obtained) , conflict with or violate any provision of the Company's Company Memorandum and Articles or the Company's By-laws or any equivalent organizational or governing documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 3.5(b4.4(b) will have been obtained and prior to the Effective Time, all filings and obligations notifications described in Section 3.5(b4.4(b) will have been mademade and any waiting periods or approvals thereunder will have terminated, expired or been obtained prior to the Effective Time and the Shareholder Approval is obtained, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedulerequire any consent or approval under, result in any breach of, of or any loss of any benefit under 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 or amendment oftermination, vesting, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Contract to which the Company Permit (as defined in Section 3.6) or other instrument any Company Subsidiary is a party or obligationby which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which matters that would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The None of the execution and delivery by each of the Acquiror or Subs of this Agreement or the Ancillary Agreements to which it is a party, the consummation of the Transactions by the Company do not, Acquiror and the performance of this Agreement Subs or compliance by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict Acquiror or Subs with or violate any provision of the Company's Articles provisions hereof or the Company's By-laws thereof will conflict with, or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach violation of, any loss breach of any benefit under or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any a right of termination or amendment oftermination, modification, acceleration or cancellation under, give rise to or accelerate any Liability, payment or right under, or require the consent of any obligation or benefit under, third party under or result in the imposition or creation of a lien any Encumbrance upon or other encumbrance on with respect to any property or asset of the Company assets (whether tangible or intangible), properties or rights of Acquiror or Subs, under (i) the Organizational Documents of Acquiror or Subs; (ii) any Contract or Permit to which Acquiror or Subs is a party or subject or by which any properties or assets of Acquiror or Subs are bound or affected; (iii) any Order of any Governmental Authority applicable to Acquiror or Subs or by which any properties or assets of Acquiror or Subs are bound; or (iv) any Law as applied to Acquiror or Subs or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) of their properties or other instrument or obligationassets, except, with respect to clauses in the case of (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults or other occurrences which that would neithernot, individually or in the aggregate, (A) reasonably be expected to have a Company an Acquiror Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the other Transaction Documents by the Company do not, and the consummation of the Transactions and the performance of this Agreement by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Articles of the Company's Articles Incorporation or the Company's By-laws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b3.05(b) have been obtained and that all filings and obligations described in Section 3.5(b3.05(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected bound, or (iii) except as set forth in Section 3.5 3.05(a) of the Company Disclosure ScheduleLetter, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any obligation or benefit Person under, or result in the creation of a lien or Lien (other encumbrance than a Permitted Lien) on any property or asset of the Company or any Company Subsidiary pursuant to, to any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any property or asset of the Company or any Subsidiary is bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neitherthat could not reasonably be expected to have, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay impair the performance ability of this Agreement by the CompanyCompany to complete the Transactions.

No Conflict; Required Filings and Consents. (a) The Assuming that all consents, licenses, permits, waivers, approvals, authorizations, orders, filings and notifications contemplated by the exceptions to Section 3.05(b) are obtained or made and except as disclosed in Section 3.05(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company of its obligations hereunder, including consummation of the transactions contemplated hereby, will not, not (i) conflict with or violate the Articles of Incorporation or Bylaws, or the equivalent organizational documents, in each case as amended or restated, of the Company or any of its subsidiaries, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiaryfederal, (ii) assuming that all consentsstate, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic local law, statute, code, ordinance, rulerule or regulation (collectively, regulation, order, "Laws") or any judgment, writ, stipulation, award, injunction order or decree ("Law") applicable to the Company or any Company Subsidiary of its subsidiaries or by or to which any property or asset of the Company or any Company Subsidiary their respective properties is bound or affected subject or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation of, or benefit require payment under, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any of its subsidiaries is a party or by or to which the Company or any of its subsidiaries or any of their respective properties is bound or subject, except, with respect to clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults defaults, events, rights of termination, amendment, acceleration or other occurrences which would neithercancellation, individually payment obligations or liens or encumbrances that could not reasonably be expected to result in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company of this Agreement, the Option Agreement or any instrument required by this Agreement to be executed and delivered by the Company or any of its Subsidiaries at the Closing do not, and the performance of this Agreement, the Option Agreement or any instrument required by this Agreement to be executed and delivered by the Company will or any of its Subsidiaries at the Closing, shall not, (i) conflict with or violate the Certificate of Incorporation or Bylaws or equivalent organizational documents of the Company or any of its Subsidiaries, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles Law or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described Order in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") each case applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties or assets is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination termination, amendment, acceleration, additional liabilities or amendment of, acceleration fees or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contractContract, agreementpermit, lease, license, Company Permit (as defined in Section 3.6) franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets is bound or affected, except, with respect to clauses except (A) as set forth in Section 2.6(a) of the Company Disclosure Schedule or (B) in the case of clause (ii) and or (iii)) above, for any such conflicts, breaches, violations, breaches, defaults or other occurrences which would neitherthat could not, individually or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Merger will not, (i) (assuming the shareholder approval set forth in Section 3.4 Requisite Company Vote is obtained) , conflict with or violate any provision the memorandum and articles of the Company's Articles association or the Company's By-laws or any other equivalent organizational documents of the Company or any Company Subsidiary, of its Subsidiaries; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b‎Section 3.05(b) have been obtained or taken and all filings and obligations described in Section 3.5(b‎Section 3.05(b) have been mademade or satisfied and that the Requisite Company Vote is obtained, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected affected; or (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleviolate, conflict with, require consent under, result in any breach of, any result in loss of any benefit under under, or constitute a default (or an event which that, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary of its Subsidiaries (other than Permitted Encumbrances) pursuant to, any note, bond, mortgage, indenture, deed of trust, contract, agreement, leaseLease, license, Company Permit (as defined in Section 3.6) or other instrument or obligationobligation to which the Company of any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound or affected, except, (1) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) not reasonably be expected to have a Company Material Adverse Effect nor Effect, and (B2) prevent or materially delay with respect to clause (iii), as disclosed in Section 3.05(a)(iii) of the performance of this Agreement by the CompanyCompany Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The execution execution, delivery and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Articles of the Company's Articles Incorporation or the Company's By-laws or any equivalent organizational documents Code of any Company SubsidiaryRegulations, (ii) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 3.5(bcontemplated by clauses (i) through (v) of subsection (b) below have been obtained obtained, and all filings and obligations described in Section 3.5(b) such clauses have been made, conflict with or violate any federal, state, local or foreign or domestic law, statute, codelaw, ordinance, rule, regulation, order, judgment, decree, writ, stipulationinjunction, directive, principle of common law, constitution, treaty, arbitration award, injunction listing standard or decree legal requirement or any interpretation thereof ("“Law"”), any Permit (as hereinafter defined) or any Nasdaq rule or regulation applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary is their respective properties are bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, (A) result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which with notice or lapse of time or both would become a default) or require the consent of any Person under, or (B) result in the loss of a material benefit under, or give rise to others any right of termination termination, cancellation, amendment or amendment acceleration of, acceleration or cancellation of any obligation or benefit under, or (C) result in the creation of a lien or other encumbrance any Lien on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant toof its Subsidiaries under, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit or other instrument or obligationobligation (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound, except, with respect to in the case of clauses (ii) and (iii), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, loss, right or other occurrences occurrence, or consents not obtained (disregarding consents with respect to agreements with Xxxx & Xxxxxxxx), which would neithernot constitute, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do notnor the issuance of the Notes and other Transaction Documents, and the performance of this Agreement by the Company will not, of its obligations hereunder and thereunder will: (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles or the Company's By-laws ’s or any equivalent organizational documents of any Company Subsidiary, ’s Governing Instruments; (ii) assuming that all consentsconflict with, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with breach or violate any federal, state, foreign or domestic local law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law"collectively, “Laws”) in effect as of the date of this Agreement and applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected Subsidiary; or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any other entity any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit of, require payment under, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their respective properties or assets is bound, exceptother than such violations, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, terminations, accelerations or other occurrences which creations of liens that would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay except to the performance extent that stockholder approval may be required as a result of the Authorized Stock Proviso, in which event, the Company will seek stockholder approval to an increase in the authorized Common Stock sufficient to enable the Company to be in compliance with this Section 4.5. Neither the execution of this Agreement nor the consummation of the terms contemplated by this Agreement will impair Greenpower’s rights under the CompanyPRC Agreements.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.06(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement the transactions contemplated herein by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Articles of the Company's Articles Incorporation or the Company's By-laws Bylaws or any equivalent organizational documents of the Company or any Company Subsidiaryof its subsidiaries, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic (federal, state or local) law, statute, code, ordinance, rule, regulation, permit, license, order, judgment, writ, stipulation, award, injunction judgment or decree (each, a "Law" and, collectively, "Laws") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company or any Company Subsidiary subsidiaries is bound or affected affected, or (iii) except as set forth in Section 3.5 4.06 of the Company Disclosure Schedule, conflict with, 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, result in the loss of a material benefit under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien lien, claim, security interest or other charge, title imperfection or other encumbrance (each, a "Lien" and, collectively, "Liens") on any property or asset of the Company or any Company Subsidiary of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, whether oral or written (each, a "Contract" and, collectively, "Contracts"), to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property or asset of the Company or any of its subsidiaries 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 which would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by and the Company consummation of the transactions contemplated hereby will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's ’s Articles of Incorporation, as amended to the date hereof, or its Bylaws, or the Company's By-laws Articles of Incorporation or any equivalent organizational documents Bylaws of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 subject to receipt of the Company Disclosure Scheduleconsents listed on Schedule 3.05 hereto, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or notice, lapse of time or both would become a default) under, result in the loss of a material benefit under or give to others any right of termination or amendment oftermination, acceleration amendment, acceleration, increased payments or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or any other instrument or obligationobligation to which the Company or any Company Subsidiary is a party or by which any of the Company or any Company Subsidiary or any of their properties or assets is bound or affected, except, with respect to in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which (A) would neithernot prevent or delay consummation of the Merger in any material respect or otherwise prevent the Company from performing its obligations under this Agreement in any material respect, and (B) would not, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and nor the performance of this Agreement consummation by the Company of the transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of (x) the Company's Articles ’ s Certificate of Incorporation or Bylaws or (y) the Company's By-laws certificate of incorporation or any bylaws (or equivalent organizational documents documents) of any Subsidiary of the Company Subsidiary(assuming, in each case, with respect to the consummation of the Merger that the Company Stockholder Approval is obtained), (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referenced in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been or made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleviolate, conflict with or result in any breach of any provision of, any or loss of any benefit under benefit, or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination or amendment oftermination, acceleration or cancellation of or require the Consent of, notice to or filing with any obligation third Person pursuant to any of the terms or benefit under, provisions of any Contract to which the Company or result in the creation any of its Subsidiaries is a lien party (other than a Benefit Plan) or other encumbrance on by which any property or asset of the Company or any of its Subsidiaries is bound, or result in the creation of a Lien, other than any Permitted Lien, upon any of the property or assets of the Company Subsidiary pursuant toor any of its Subsidiaries, any noteother than, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to the case of clauses (ii) and (iii), for any such conflictsthat has not had, violations, breaches, defaults or other occurrences which and would neithernot reasonably be expected to have, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, : (i) violate the Articles of Incorporation, By-Laws or other Charter documents of the Company or any of its Subsidiaries; (assuming ii) subject to [a] obtaining the shareholder requisite approval set forth of this Agreement by the holders of at least two-thirds of the outstanding shares of Company Common Stock in Section 3.4 is obtained) conflict accordance with or violate any provision of the Illinois Law and the Company's Articles or the Company's of Incorporation and By-laws or any equivalent organizational documents of any Company SubsidiaryLaws, (ii) assuming that all [b] obtaining the consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained permits of, and all making filings and obligations described in Section 3.5(b) have been made, conflict with or notifications to, any governmental or regulatory authority, domestic or foreign ("Governmental Entities"), pursuant to the applicable requirements of Wisconsin and Illinois law and the rules and regulations relating to the BHC Act, and [c] giving the notices and obtaining the consents, approvals, authorizations or permits described on Schedule 3.05(a), violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") laws applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary their respective properties is bound or affected bound; or (iii) ), except as set forth in Section 3.5 of the Company Disclosure Schedule, on Schedule 3.05(a) result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, with respect obligation to clauses (ii) and (iii), for which the Company or any such conflicts, violations, breaches, defaults of its Subsidiaries is a party or other occurrences by which would neither, individually the Company or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent any of its Subsidiaries or materially delay the performance any of this Agreement by the Companytheir respective properties is bound.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the Transactions by the Company will not, : (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Organizational Documents of the Company's Articles Company or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, ; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b3.05(b) of the Company Disclosure Schedule have been obtained and all filings and obligations described in Section 3.5(b3.05(b) have been made, conflict with or violate any foreign United States, Israel, or domestic other non-United States federal, state, city and local statute, law, statuteordinance, regulation, rule, guidelines, code, ordinancerestriction, ruleexecutive order, regulation, orderinjunction, judgment, writdirective, stipulationdecree or other order issued by a Governmental Authority, awardor the rules and regulations by any applicable securities exchange, injunction or decree including the TASE ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected; or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with or without notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of, require an additional payment (other than reimbursement of legal fees for reviewing such consent) to or the consent of any obligation or benefit underthird party, or result in the creation of a lien Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, Material Contract except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, consent requirements, defaults or other occurrences which would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) (assuming the shareholder approval set forth result in Section 3.4 is obtained) a breach of or conflict with or violate any provision the certificate of the Company's Articles incorporation or the Company's Byother constating document or by-laws or any equivalent organizational documents documents, each as amended to date, of the Company or any Company Subsidiary, (ii) assuming that all consentsresult in a breach of, approvalsconstitute a default under, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, violate or conflict with any material term or violate provision of any foreign order of any court, Governmental Authority or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, or result in any notepayment under, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit any Material Contract (as defined in Section 3.6) or other instrument or obligation, except, with respect to clauses (ii) and (iii3.11), for Company Permit or franchise or, except as set forth in Section 3.04(a) of the Company Disclosure Schedule, require the Company or any Company Subsidiary, under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or any property or asset of the Company or Company Subsidiary is bound, to obtain the consent or approval of, or provide notice to, any other party to such conflictsagreement, violationscontract, breaches, defaults arrangement or other occurrences which would neither, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Companyunderstanding.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby by Company and the Company Subsidiaries will not, subject to the Company Shareholder Approval, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of (A) the Company's Articles Amended Articles, or the Company's By-laws or (B) any equivalent organizational documents Organizational Documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in the matters contemplated by Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made), conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected bound, or (iii) require any consent or approval (except as contemplated by Section 3.5(b) or as set forth in on Section 3.5 3.5(a) of the Company Disclosure ScheduleLetter) under, result in any breach of, of any obligation or any loss of any benefit under or material increase in any cost or obligation of Company or any Company Subsidiary under, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any other Person any right of termination or amendment oftermination, acceleration or cancellation (with or without notice or the lapse of time or both) of, or give rise to any obligation right of purchase, first offer or benefit under, forced sale under or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) Material Contract or other instrument or obligationCompany Permit, except, with respect as to clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, defaults or other occurrences which would neitherwhich, individually or in the aggregate, (A) have has not had, and would not reasonably be expected to have, a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, neither the execution and delivery of this Agreement by the Company do not, and nor the performance consummation of this Agreement the Merger or other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will not, (i) (assuming the shareholder approval set forth violate, conflict with, or result in Section 3.4 is obtained) conflict with or violate a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the Company's Articles properties or assets of the Company's By-laws Company or any equivalent organizational documents of its Subsidiaries under, any of the terms, conditions or provisions of (x) their respective Charter Documents or Governing Documents, (y) any note, bond, charge, lien, pledge, mortgage, indenture or deed of trust to which the Company Subsidiaryor any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (z) any license, lease, agreement or other instrument or obligation to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic lawjudgment, ruling, order, writ, injunction, decree, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction rule or decree ("Law") regulation applicable to the Company or any Company Subsidiary or by which any property or asset of the Company its Subsidiaries or any Company Subsidiary is bound of their respective properties or affected assets, except for, in the case of clauses (i)(y), (i)(z) and (ii), such defaults or (iii) except violations as are set forth in Section 3.5 of the Company 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 or amendment of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyLetter.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's agreement by the shareholders of the Company as required by the MBCL, conflict with, violate or result in a breach of the Articles of Incorporation or Bylaws of the Company's By-laws Company (or any equivalent similar organizational documents of any Company Subsidiary), (ii) assuming that all consents, approvalsapprovals and other authorizations described in Section 3.5(b) have been obtained, authorizations that all filings and other actions described in Section 3.5(b) have been obtained made or taken, and all filings and obligations described that the Company pays off in Section 3.5(b) have been madefull at Closing the outstanding amounts due under the Credit Facility (as hereinafter defined), conflict with or violate any U.S. federal, state or local or foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinance, rule, regulation, executive order, judgment, writ, stipulation, award, injunction decree or decree other order ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a loss of a benefit under, give rise to an obligation under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other binding commitment, instrument or obligationobligation (each, a "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which have not had, and would neithernot reasonably be expected to have, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Neither the execution and delivery of this Agreement by the Company do not, and the performance of this or any Ancillary Agreement by the Sellers or the Company, nor the consummation by the Sellers or the Company will notof the transactions contemplated hereby or thereby, nor compliance by the Sellers or the Company with any of the provisions hereof or thereof, will: (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate result in a breach of any provision provisions of any of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset Charter Documents of the Company or any Company Subsidiary is bound or affected or of its Subsidiaries; (iiiii) except as set forth in Section 3.5 of the Company Disclosure Scheduleon Schedule 4.3(a), constitute or result in the breach of any breach term, condition or provision 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 rise to others any right of termination termination, cancellation or amendment of, acceleration or cancellation of any obligation or benefit underwith respect to, or result in the loss of any rights under or the creation or imposition of a lien or other encumbrance on Lien upon any property or asset assets of the Company or any Company Subsidiary of its Subsidiaries pursuant to, or require the obtaining by the Company or any of its Subsidiaries of any Consent (including any consent required to be obtained by the Company or any of its Subsidiaries in order to keep such note, bond, mortgage, indenture or Contract in effect following the consummation of the Merger or in order for the Company or any of its Subsidiaries not to be in breach or violation of any such note, bond, mortgage, indenture or Contract) pursuant to, or require notice by the Company or any of its Subsidiaries to any Person under, any note, bond, mortgage, indentureindenture or Contract to which any of them is a party or by which any of them or their respective properties or assets may be subject, contractand that would, agreementin any such event, leasebe material to the Company and its Subsidiaries, license, Company Permit (taken as defined in Section 3.6) a whole; or other instrument or obligation, except, with respect to clauses (ii) and (iii), for ) violate any such conflicts, violations, breaches, defaults Order or other occurrences which would neither, individually Law applicable to the Company or any of its Subsidiaries or any of their respective properties or assets in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Companyany material respect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company's Articles or the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, materially conflict with or violate any federal, state, local or foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinance, rule, regulation, executive order, judgment, writinjunction, stipulation, award, injunction decree or decree other order ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleon Schedule 3.05(a)(iii), result in any breach or violation of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in the loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or Lien (other encumbrance than a Permitted Lien) on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contractcontract (written or oral), agreement, lease, license, Company Permit (as defined in Section 3.6) Permit, franchise or other binding commitment, instrument or obligationobligation (each, excepta "Contract") to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except with respect to clauses (ii) and (iii), ) above for any such those conflicts, violations, breaches, defaults or other occurrences losses, or for which the failure to obtain such consents, would neithernot reasonably be expected to have, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (BEffect. The Company has not been advised of any reason why the consents required under the contracts set forth on Schedule 3.05(a)(iii) prevent or materially delay could not be obtained prior to the performance of this Agreement by the CompanyClosing.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificates of Incorporation or Bylaws of the Company's Articles or the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b3.06(b) have been obtained and all filings and obligations described in Section 3.5(b3.06(b) have been made, conflict with or violate in any respect any foreign or domestic law, franchise, permit, concession, license, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary or by --- which any property or asset of the Company or of any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach 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 or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and clause (iii), for any such conflicts, violations, breaches, defaults defaults, or other occurrences which would neitherthat could not reasonably be expected, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) to prevent or materially delay the performance consummation of the transactions contemplated by this Agreement by the CompanyAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Company do not, and the performance of this Agreement and the Ancillary Agreements to which it is a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not, (i) conflict with or violate the Company Certificate of Incorporation or Company By-Laws or the equivalent organizational documents of the Company's subsidiaries, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary its subsidiaries or by which any property of its or asset of the Company its subsidiaries' properties or any Company Subsidiary operations is bound or affected or affected, (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleconflict with, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or impair the Company's or its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance an Encumbrance on any property of the properties or asset assets of the Company or any Company Subsidiary its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or its subsidiaries are a party or by which the Company or its subsidiaries, or any of its or its subsidiaries' properties, is bound or affected except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that would neither, individually or in the aggregate, (A) not reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.3 of the Disclosure Schedule delivered by Seller and Shareholder to Buyer on the Closing Date and immediately prior to the Closing (the “Disclosure Schedule”), and subject to the occurrence of the Shareholder Approval, the execution and delivery of this Agreement and the Related Agreements by the Company do Seller will not, and the performance of this Agreement and the Related Agreements by Seller and the Company consummation of the transactions contemplated hereby and thereby will not, (i) conflict with or violate the Articles of Incorporation or Bylaws (assuming the shareholder approval set forth or comparable charter documents of Seller), in Section 3.4 is obtainedeach case as amended or restated, of Seller, (ii) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, Laws (ii) assuming that all consents, approvals, authorizations and other actions described as defined in Section 3.5(b8.16(i) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law"of this Agreement) applicable to the Company or any Company Subsidiary Seller or by or to which any property of its properties or asset of the Company or any Company Subsidiary assets is bound or affected subject or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become constitute a default) under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation of, or benefit require payment under, or result in the creation of a lien any lien, encumbrance, security interest, mortgage, pledge, claim, option or other encumbrance restriction of any kind whatsoever (collectively “Liens”) on any property or asset of the Company or any Company Subsidiary Assets pursuant to, any agreement, real property lease, personal property lease, license, contract, note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) arrangement or other instrument obligation to which Seller is a party or obligationby which any of its properties or assets (including, exceptwithout limitation, with respect to clauses the Assets) is bound (ii) each, a “Contract” and (iiicollectively, the “Contracts”), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company.

No Conflict; Required Filings and Consents. (a) The Except as specified on Section 2.5(a) of the Company Schedule, the execution and delivery of this Agreement by the Company do does not, and the performance of this Agreement by the Company will shall not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles Company Charter Documents or the Company's By-laws or any equivalent organizational documents of any Company Subsidiaryof Company's subsidiaries, (ii) assuming that all consents, approvals, authorizations subject to obtaining the approval of Company's shareholders of the Merger and other actions described compliance with the requirements set forth in Section 3.5(b2.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been madebelow, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or impair Company's or any of its subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the properties or assets of Company or any Company Subsidiary of its subsidiaries pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or its or any of their respective properties are bound or affected; provided that if any consents, except, with respect waivers or approvals are required to clauses (ii) and avoid the consequences noted in (iii), for any such conflictsconsents, violationswaivers and approvals are listed on Section 2.5(a) of the Company Schedule along with an indication of whether such consents, breaches, defaults waivers or other occurrences which would neither, individually or in the aggregate, (A) approvals have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company.been obtained..

No Conflict; Required Filings and Consents. (a) The execution and None of the execution, delivery of this Agreement by the Company do not, and the or performance of this Agreement by the Company will not, or the Partnership or the consummation by the Company or the Partnership of the transactions contemplated by this Agreement will: (i) subject to obtaining the Company Requisite Vote, conflict with or violate any provision of the Company Charter, the Company Bylaws, the Certificate of Limited Partnership or the Partnership Agreement, as applicable; (assuming the shareholder approval set forth in Section 3.4 is obtainedii) (A) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, Subsidiary (iiother than the Partnership) and (B) assuming that all consents, approvals, approvals and authorizations and other actions described in Section 3.5(b3.4(b) have been obtained and all filings and obligations notifications described in Section 3.5(b3.4(b) have been mademade and any waiting periods thereunder have terminated or expired, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary Subsidiary, or by any of their respective properties or assets; or (iii) require any consent, or approval under, violate, conflict with, result in any breach of, or constitute a default under (with or without notice or lapse of time, or both), or result in termination or give to others any right of termination, vesting, amendment, acceleration, cancellation, purchase or sale under or result in the triggering of any payment or creation of a Lien (other than a Permitted Lien) upon any of the respective properties or assets (including rights) of the Company or any Company Subsidiary, pursuant to, any Contract to which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default party (or an event by which with notice any of their respective properties or lapse of time or both would become a defaultassets (including rights) under, or give to others any right of termination or amendment of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien or other encumbrance on any property or asset of the Company are bound) or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligationPermit, except, with respect to clauses (ii) and (iii), for any such conflicts(x) as set forth in Section 3.4(a) of the Company Disclosure Letter, violations, breaches, defaults (y) as contemplated by Section 2.3 or other occurrences which (z) as would neithernot, individually or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery by the Company of this Agreement do not, the execution and delivery by the Company do of any instrument required hereby to be executed and delivered by the Company at the Closing will not, and the performance of this Agreement by the Company of its agreements and obligations under this Agreement will not, (i) conflict with or violate the Company Charter, Company By-Laws or Subsidiary Documents, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, ordinance, order, judgment, writ, stipulation, award, injunction or decree ("Law") decree, or restriction of any Governmental Entity or court applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) ), or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any third party under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets (including intangible assets) of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise, judgment, decree or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties is bound or affected, exceptother than, with respect to clauses (ii) and in the case of (iii)) above, for any such conflictsbreach, violationsdefault, breachesimpairment, defaults rights of termination, amendment, acceleration or other occurrences which would neithercancellation, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company.Liens that would

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by the Company do does not, and subject to receipt of the filing and recordation of appropriate merger documents as required by the DGCL and the DLLCA, and of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 4.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 4.05(a) of the Company Disclosure Schedule, including the Written Consent, and other notifications provided in the ordinary course of business have been made, obtained or given, the performance of this Agreement by the Company will not, not (i) conflict with or violate the Company Group Organizational Documents, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles United States or the Company's Bynon-laws or any equivalent organizational documents of U.S. Law applicable to any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary Group Member or by which any property or asset of the Company or any Company Subsidiary Group Member is bound or affected affected, or (iii) except as set forth in Section 3.5 of require the Company Disclosure Scheduleconsent, notice or other action by any person under, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary Group Member pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Material Contract or Company Permit (as defined in Section 3.6) or other instrument or obligationPermit, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually not have or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 4.04 of the Disclosure Schedule, the execution and delivery by the Company, the Partnership and Partnership Merger Sub of this Agreement by the Company do not, and the performance of this Agreement by the Company their respective obligations hereunder will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the organizational documents of the Company's Articles or , the Company's By-laws Partnership or any equivalent organizational documents of any Company other Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(bsubsection (b) have been obtained and all filings and obligations described in Section 3.5(bsubsection (b) have been made, conflict with or violate any foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, rule, regulation, orderinjunction, judgment, writ, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company Company, the Partnership or any Company other Subsidiary or by which any property or asset of the Company Company, the Partnership or any Company other Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of of, require any obligation consent or benefit undernotice, trigger any payment, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company Company, the Partnership or any Company other Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreementagreement (including, without limitation, any Plan), lease, ground lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which that would neither, individually not have or in the aggregate, (A) would not reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The Assuming that all filings, permits, authorizations, consents and approvals or waivers thereof have been duly made or obtained as contemplated by Section 3.5(b) hereof, to the Knowledge of the Company neither the execution and delivery of this Agreement by the Company do not, and nor the performance consummation of this Agreement the Acquisition or other transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof will not, (i) (assuming the shareholder approval set forth violate, conflict with, or result in Section 3.4 is obtained) conflict with or violate a breach of any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become constitute a default) under, or give to others any result in the termination or suspension of, or accelerate the performance required by, or result in a right of termination or amendment of, acceleration or cancellation of any obligation or benefit under, or result in the creation of a lien any Lien upon any of the properties or other encumbrance on any property or asset assets of the Company or any Company Subsidiary pursuant toof its Subsidiaries under, any of the terms, conditions or provisions of (x) their respective Charter Documents or Governing Documents, (y) any note, bond, charge, lien, pledge, mortgage, indentureindenture or deed of trust to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, contract, agreementor (z) any license, lease, license, Company Permit (as defined in Section 3.6) agreement or other instrument or obligationobligation to which the Company or any such Subsidiary is a party or to which they or any of their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, except, with respect to in the case of clauses (i) (y) and (z) and (ii) and (iii)above, for any such violations, conflicts, violations, breaches, defaults defaults, terminations, suspensions, accelerations, rights of termination or other occurrences acceleration or creations of liens, security interests, charges or encumbrances which would neithernot, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do Bluescape Parties does not, and subject to receipt of the filing and recordation of the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 3.05(b) and assuming all other required filings, waivers, approvals, consents, authorizations and notices disclosed in Section 3.05(a) of the Company Disclosure Schedule have been made, obtained or given, the performance of this Agreement by the Company Bluescape Parties will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate the Organizational Documents of any provision of the Company's Articles Bluescape Party or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company Bluescape Parties or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment ofnotice, consent, termination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, (A) Material Contract or (B) Company Permit (as defined in Section 3.6) held by the Company or other instrument or obligationany Company Subsidiary, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do notdoes not and, subject to receipt of the Requisite New JC Stockholder Approval, all approvals necessary to consummate the Restructuring and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL with respect to the Company and the receipt of the consents, approvals, authorizations or permits, filings and notifications contemplated by Section 4.05(b), the performance of this Agreement by the Company will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the certificate of the Company's Articles incorporation or the Company's By-laws bylaws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign United States or domestic non-United States statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, rule, regulation, orderinjunction, judgment, writ, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 other than pursuant to the Restructuring (including the execution of the Company Disclosure ScheduleRestructuring Documents), result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, result in any material payment or penalty under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any material property or material asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligationMaterial Contract, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neithernot, individually or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of the Merger by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Amended and Restated Certificate of Incorporation of the Company's Articles or , the Company's Amended and Restated By-laws of the Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any foreign United States or domestic non-United States national, state, provincial, municipal or local statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, rule, regulation, orderinjunction, judgment, writ, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected subject, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neithernot, individually or in the aggregate, (A) have constitute a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation of the Merger will not, (i) (assuming the shareholder approval set forth in Section 3.4 Requisite Company Vote is obtained) , conflict with or violate any provision the memorandum and articles of the Company's Articles association or the Company's By-laws or any other equivalent organizational documents of the Company or any Company Subsidiary, of its Subsidiaries; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b3.05(b) have been obtained or taken and all filings and obligations described in Section 3.5(b3.05(b) have been mademade or satisfied and that the Requisite Company Vote is obtained, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected affected; or (iii) except as set forth in Section 3.5 of the Company Disclosure Scheduleviolate, conflict with, require consent under, result in any breach of, any result in loss of any benefit under under, or constitute a default (or an event which that, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary of its Subsidiaries (other than Permitted Encumbrances) pursuant to, any note, bond, mortgage, indenture, deed of trust, contract, agreement, leaseLease, license, Company Permit (as defined in Section 3.6) or other instrument or obligationobligation to which the Company of any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound or affected, except, (1) with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) not reasonably be expected to have a Company Material Adverse Effect nor Effect, and (B2) prevent or materially delay with respect to clause (iii), as disclosed in Section 3.05(a)(iii) of the performance of this Agreement by the CompanyCompany Disclosure Schedule.

No Conflict; Required Filings and Consents. (a) The Except as set forth in Section 3.05(a) of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions will not, (i) (assuming the shareholder approval set forth conflict with, violate, or result in Section 3.4 is obtained) conflict with or violate any provision a breach of the Company's Articles of Incorporation or Bylaws (or similar organizational documents) of the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiaryits Subsidiaries, (ii) assuming that all consents, approvals, and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any federal, state, local or foreign or domestic governmental statute, law, statuteordinance, regulation, rule, code, ordinance, rule, regulation, executive order, judgment, decree or requirement, including any rule, regulation and order promulgated thereunder and any order, decree, writ, settlement, stipulation, injunction, award, injunction consent or decree judgment of any Governmental Entity ("Law") applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary is bound or affected or affected, (iii) except as set forth assuming that all consents, approvals, and other authorizations described in Section 3.5 of the Company Disclosure Schedule3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent, or result in a material loss of a material benefit under, give rise to a right or obligation to purchase or sell assets or securities under, give to others any right of termination termination, amendment, acceleration, or amendment cancellation of, acceleration or cancellation of any obligation or benefit under, cause additional fees to be due under or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, to any note, bond, mortgage, indenture, contractcontract (written or oral), obligation, Plan, undertaking, arrangement, agreement, lease, license, permit, franchise or other binding commitment, instrument, or obligation (each, a "Contract") to which the Company Permit or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any property or asset of the Company or any Subsidiary is bound or affected, (as defined iv) assuming that all consents, approvals, and other authorizations described in Section 3.63.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, violate any permits, licenses, accreditations, certificates, approvals, exemptions, orders, franchises, permissions, agreements, qualifications, authorizations, and registrations required by Law (each, a "Permit") of the Company or any of its Subsidiaries or any of the schools regulated as such by the United States Department of Education (the "DOE") or other instrument Education Department or obligationAccrediting Body and owned and operated by the Company or any of its Subsidiaries (the "Schools") or any Law applicable to the Company or any of its Subsidiaries or the Schools, or (v) assuming that all consents, approvals, and other authorizations described in Section 3.05(b) have been obtained and that all filings and other actions described in Section 3.05(b) have been made or taken, violate any standard or requirement of any entity or organization, whether private or quasi-private, whether foreign or domestic, which engages in the granting or withholding of accreditation of post-secondary schools or their educational programs in accordance with standards and requirements relating to the performance, operations, financial condition and/or academic standards of such schools (each such entity or organization, an "Accrediting Body"), except, with respect to clauses (ii) and ), (iii), (iv), and (v) above, for any such violations, conflicts, violations, breaches, defaults defaults, or other occurrences which would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and Neither the execution, delivery of this Agreement or performance by the Company do not, and the performance of this Agreement, the Related Agreements to which it is a party or any instrument required by this Agreement to be executed and delivered by the Company or any of its Subsidiaries at the Closing, nor the consummation of the transactions contemplated hereby or thereby do or will not, (with or without notice or lapse of time) (i) conflict with or violate the Articles or Certificate of Incorporation or Bylaws or equivalent organizational documents of the Company or any of its Subsidiaries, (assuming the shareholder approval set forth in Section 3.4 is obtainedii) conflict with or violate any provision of the Company's Articles Law or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described Order in Section 3.5(b) have been obtained and all filings and obligations described in Section 3.5(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") each case applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company its or any Company Subsidiary of their respective properties or assets is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien (as defined herein) on any property of the properties or asset assets of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit Contract (as defined in Section 3.6) herein), permit, franchise or other instrument or obligationobligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or its or any of their respective properties or assets is bound or affected, except, with respect to clauses except (A) as set forth in Section 2.6(a) of the Company Disclosure Schedule or (B) in the case of clause (ii) and or (iii)) above, for any such conflicts, breaches, violations, breaches, defaults or other occurrences which would neitherthat could not, individually or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (axv) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of the Transactions by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of the Company's Articles or the Company's Incorporation, By-laws or any resolution, currently in effect, adopted by the Board or the stockholders of the Company or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 4.05(b) have been obtained and that all filings and other actions described in Section 3.5(b4.05(b) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any foreign United States or domestic non-United States national, state, provincial, municipal or local statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, rule, regulation, orderinjunction, judgment, writ, stipulation, award, injunction decree or decree other order ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected , except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) not prevent or materially delay consummation of any of the performance of this Agreement by the CompanyTransactions and would not have a Material Adverse Effect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, and the consummation of the Merger by the Company will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Amended and Restated Certificate of Incorporation of the Company's Articles or , the Company's Amended and Restated By-laws of the Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvalsapprovals and other authorizations described in Section 3.05(b) have been obtained, authorizations that all filings and other actions described in Section 3.5(b3.05(b) have been obtained made or taken and all filings and obligations described in Section 3.5(b) have the Stockholder Approval has been madeobtained, conflict with or violate any foreign United States or domestic non-United States national, state, provincial, municipal or local statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, rule, regulation, orderinjunction, judgment, writ, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected subject, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Company Subsidiary is a party or by which the Company or a Company Subsidiary or any property or asset of the Company or any Company Subsidiary is bound or subject, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neithernot, individually or in the aggregate, (A) have constitute a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Transactions will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the Certificate of Incorporation or By-Laws (or similar organizational documents) of the Company's Articles or the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.05(b) (other than clause (vi) thereof) have been obtained and that all filings and other actions described in Section 3.5(b3.05(b) (other than clause (vi) thereof) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any federal, state, local or foreign or domestic law, statute, codeordinance or common law, ordinance, or any rule, regulation, orderstandard, judgment, order, writ, stipulation, award, injunction or decree of any Governmental Authority ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a material loss of a material benefit under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit other right under, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contractContract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligationobligation to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company and the consummation by the Company of the Merger and the Other Transactions will not, (i) (assuming the shareholder approval set forth conflict with, violate or result in Section 3.4 is obtained) conflict with or violate any provision a breach of the Company's Articles Certificate of Incorporation or Bylaws (or similar organizational documents) of the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, approvals and other authorizations described in Section 3.05(b) (other than clause (viii) thereof) have been obtained and that all filings and other actions described in Section 3.5(b3.05(b) (other than clause (viii) thereof) have been obtained and all filings and obligations described in Section 3.5(b) have been mademade or taken, conflict with or violate any foreign or domestic statute, law, statuteordinance, regulation, rule, code, ordinance, rule, regulation, executive order, judgment, writ, stipulation, award, injunction decree or decree other order ("“Law"”) applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss or violation of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, require consent or result in a loss of a material benefit under, give rise to a material obligation under, give rise to a material obligation to purchase, license or sell assets or securities under, give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance Lien on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contractcontract (written or oral), agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other binding commitment, instrument or obligationobligation (each, a “Contract”) to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary or any property or asset of the Company or any Subsidiary is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) not have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (ai) The execution and delivery of this Consent Agreement by the Company do does not, and the performance of this Agreement its obligations hereunder by the Company it will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtainedA) conflict with or violate any provision the certificate of incorporation or bylaws of the Company's Articles or the Company's By-laws Company or any equivalent organizational documents of any Company Subsidiaryits subsidiaries, (iiB) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) have been obtained and all subject to the making of the filings and obligations described in Section 3.5(b) have been madeobtaining the approvals identified herein, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree (collectively, "LawLAWS") applicable to the Company or any Company Subsidiary of its subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its subsidiaries is bound or affected affected, or (iiiC) except as set forth in Section 3.5 of the Company Disclosure Scheduleconflict with, 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, result in the loss or modification in a manner materially adverse to the Company or its subsidiaries of any material right or benefit under, give to others any right of termination termination, amendment, acceleration, repurchase or amendment ofrepayment, acceleration increased payments or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, exceptwhether written or oral (collectively, with respect to clauses (ii) and (iiia "CONTRACT"), for to which the Company or any such conflicts, violations, breaches, defaults subsidiary is a party or other occurrences by which would neither, individually the Company or in any subsidiary or any property or asset of the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Companyany subsidiary is bound or affected.

No Conflict; Required Filings and Consents. (ai) The Except as set forth in Section 5.02(d) of the Disclosure Letter, the execution and delivery by the Company of this Agreement and all documents and agreements contemplated by the Company do this Agreement does not, and the performance of this Agreement by the Company of its obligations hereunder and thereunder will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtainedA) conflict with or violate the Company Charter, the Company Bylaws or the Constituent Documents of any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company Subsidiary’s Subsidiaries, (iiB) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b) Consents have been obtained obtained, and all filings and obligations described in Section 3.5(b5.02(d)(ii) have been made, conflict with or violate any foreign or domestic federal, state, municipal or local statute, law, statuteordinance, regulation, rule, code, ordinanceexecutive order, rule, regulation, orderinjunction, judgment, writ, stipulation, award, injunction decree or decree other order of any Governmental Authority ("“Law"”) applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected affected, or (iiiC) except as set forth in Section 3.5 of the Company Disclosure Schedulerequire any consent under, or result in any violation or breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien Lien or other encumbrance on any property or asset of the Company or any Company Subsidiary of its Subsidiaries under or pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise or other instrument or obligation, except, . Section 5.02(d) of the Disclosure Letter lists all consents and approvals required to be obtained by the Company in connection with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyCompany of its obligations hereunder (the “Consents”).

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Company do notand NewCo does not and, subject to receipt of the Company Required Approval and the consents, approvals, authorizations or permits, filings and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 3.05(a), Section 3.05(b) and Section 3.05(c), the performance of this Agreement the Transactions by the Company and NewCo will not, not (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision the certificate of the Company's Articles incorporation or the Company's By-laws bylaws or any equivalent organizational documents of the Company or any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations authorizations, expiration or termination of waiting periods and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations described in Section 3.5(b3.05(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which which, with notice or lapse of time or both both, would become a default) under, or give to others any right of termination or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or Lien (other encumbrance than any Permitted Lien) on any property or asset of the Company or any Company Subsidiary pursuant to, any noteContract, bondpermit, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) franchise or other instrument or obligationobligation to which the Company or any Company Subsidiary is a party or by which any asset or property of the Company or any Company Subsidiary is bound or affected, except, with respect to clauses (iia)(ii) and (iii), a)(iii) for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually not have or in the aggregate, (A) reasonably be expected to have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by each of the Company Kroll Parties do not, and the performance of this Agreement by each of the Company Kroll Parties will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) conflict with or violate any provision of the Company's Articles or the Company's By-laws or any equivalent organizational documents of any Company SubsidiaryKroll Documents, (ii) assuming that all consents, approvals, approvals and authorizations contemplated by clauses (i) and other actions described in (iii) of subsection (b) of this Section 3.5(b) 3.05 have been obtained and all filings and obligations described in Section 3.5(b) such clauses have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction judgment or decree ("Law") applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary their respective material properties is bound or affected affected, or (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (or an event which that with notice or lapse of time or both would become a default) under, or impair the Company's or any of its Subsidiaries' rights or alter the rights or obligations of any Third Party under, or give to others any right rights of termination or amendment oftermination, amendment, acceleration or cancellation of, or alteration of rights under or require the consent or approval of any obligation or benefit Person under, or result in the creation of a lien or other encumbrance Lien on any property of the properties or asset assets of the Company or any Company Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) permit, franchise, joint venture, limited liability or partnership agreement or other instrument to which the Company or obligationany of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective material properties is bound or affected, except, with respect to in the case of clauses (ii) and (iii) of this Section 3.05(a), for any such conflictsconflict, violationsviolation, breachesbreach, defaults default, impairment, right or other occurrences which lack of consent or approval that would neithernot reasonably be expected, individually or in the aggregate, (A) to have a Company Material Adverse Effect nor (B) or that would not reasonably be expected to prevent or materially delay the performance ability of the Company to consummate the Mergers and the transactions contemplated by this Agreement by the CompanyAgreement.

No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) (assuming the shareholder stockholder approval set forth in Section 3.4 3.04 is obtained) conflict with or violate any provision of the Company's Articles Certificate or the Company's By-By- laws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.5(b3.05(b) have been obtained and all filings and obligations described in Section 3.5(b3.05(b) have been made, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or affected or (iii) except as set forth in Section 3.5 3.05(a) of the Company 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 or amendment oftermination, amendment, acceleration or cancellation of any obligation or benefit underof, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Company Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.63.06) or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would neither, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the Company.

No Conflict; Required Filings and Consents. (a) The execution and Neither the execution, delivery of this Agreement by the Company do not, and the or performance of this Agreement or the Spin-Off Agreements by the Company nor the consummation by the Company of the transactions contemplated hereby or thereby will not, (i) (assuming the shareholder approval set forth in Section 3.4 is obtained) contravene, conflict with with, breach or violate any provision of the Company's Articles ’s restated articles of incorporation or the Company's By-laws amended and restated bylaws or any equivalent organizational documents of any Company Subsidiary, (ii) assuming that all consentsthe Consents, approvalsregistrations, authorizations declarations, filings and other actions described notices referred to in Section 3.5(b4.4(b) have been obtained or made, any applicable waiting periods referred to therein have expired and all filings and obligations described in Section 3.5(b) have any condition precedent to any such Consent has been madesatisfied, conflict with or violate any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree ("Law") Law applicable to the Company or any Company Subsidiary of its Subsidiaries or by which any property or asset of the Company or any Company Subsidiary of its Subsidiaries is bound or affected or affected, (iii) except as set forth in Section 3.5 of the Company Disclosure Schedule, result in any breach of, any loss of any benefit under or constitute a default (with or an event which with without notice or lapse of time time, or both would become a defaultboth) under, or give rise to others any right of termination or amendment oftermination, acceleration or cancellation or change of any right or obligation or the loss of any benefit underto which the Company or any of its Subsidiaries is entitled, to cause the Company to grant or be obligated to grant to any Third Party any additional or new rights or licenses to the Company Intellectual Property Rights owned by the Company or any of its Subsidiaries, under any provision of any Company Material Contract, or (iv) result in the creation or imposition of any Lien, other than any Permitted Lien or any Lien created as a lien result of any action taken by Parent or other encumbrance on Acquisition Sub, upon any of the property or asset assets of the Company or any Company Subsidiary pursuant toof its Subsidiaries, any noteother than, bond, mortgage, indenture, contract, agreement, lease, license, Company Permit (as defined in Section 3.6) or other instrument or obligation, except, with respect to the case of clauses (ii), (iii) and (iii), for iv) any such conflictsconflict, violationsviolation, breachesbreach, defaults default, termination, acceleration, cancellation or other occurrences which Lien that would neithernot have, individually or in the aggregate, (A) have a Company Material Adverse Effect nor (B) prevent or materially delay the performance of this Agreement by the CompanyEffect.