Common use of No Conflict With Other Instruments Clause in Contracts

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is bound, or in violation of any provision of any Governmental Requirement applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Company or of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither Except as disclosed on Schedule 3.7 hereto, neither the Company nor any of its Subsidiaries is in violation of any provisions of its Certificate Articles of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Companyit, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse Effect. The Except as disclosed on Schedule 3.7 hereto, neither the (i) execution, delivery and performance of this Agreement and the other Transaction Documents Documents, and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture Debentures and the Warrant Warrants and the reservation for issuance and issuance of the Conversion Debenture Shares and the Warrant Shares) has not and will not result in any violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Company or of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of its the Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any material instrument or material contract to which it is a party or by which it or any of its Property is a party or by which it is bound, or in violation of any provision of any Governmental Requirement applicable to the Companyit, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse EffectEffect (any such violation or default, a “Current Violation”). The (i) execution, delivery and performance of this Agreement and the other Transaction Documents Documents, and (ii) the consummation of the transactions contemplated hereby and thereby (including without limitation, the filing of the Certificate of Designation, the issuance of the Debenture Preferred Shares and the Warrant Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred to in the previous sentence a Current Violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results result in the creation of any Lien upon any assets of the Company or of any of its the Subsidiaries or the triggering of any preemptive or or, except as disclosed on Schedule 3.7, anti-dilution rights (including without limitation pursuant to any "“reset" ” or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's ’s securities or other Persons to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on . Existing Missouri control share acquisition or business combination statutory provisions are inapplicable to the part of holders Company or to the issuance and delivery of the Company's securities, other than such rights Securities to the Investors as are disclosed on Schedule 3.7 heretocontemplated by the Transaction Documents.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries ---------------------------------- subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document as amended and in effect on and as of the date hereof (including without limitation the provisions of the Company's Articles of Incorporation that set forth terms of the Series B Preferred Stock) or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is boundbound (including without limitation any agreement between the Company and Xxxxxxxx), or in violation of any provision of any Governmental Requirement Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had violation or would not default could reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement the Transaction Documents, (ii) execution and filing of the other Transaction Documents Series B-2 Articles of Amendment and (iiiii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant Series B-2 Preferred Stock and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not not, in any such case, result in any such violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien lien, charge or encumbrance upon any assets of the Company or of any of its Subsidiaries subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other similar rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan "poison pill" provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor ---------------------------------- any of its the Subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Companyit, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse EffectEffect (any such violation or default, a "Current Violation"). The (i) Except as set forth on ----------------- Schedule 3.7 hereto, the execution, delivery and performance of this ------------ Agreement and the other Transaction Documents Documents, and (ii) the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant Purchased Securities and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred to in the previous sentence a Current Violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results result in the creation of any Lien upon any assets of the Company or of any of its the Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities or other Persons to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of ---------------------------------- its Subsidiaries subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document as amended and in effect on and as of the date hereof (including without limitation the provisions of the Company's Articles of Incorporation that set forth terms of the Series B Preferred Stock) or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is boundbound (including without limitation any agreement between the Company and Xxxxxxxx), or in violation of any provision of any Governmental Requirement Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had violation or would not default could reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement the Transaction Documents, (ii) execution and filing of the other Transaction Documents Series B-2 Articles of Amendment and (iiiii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant Series B-2 Preferred Stock and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not not, in any such case, result in any such violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien lien, charge or encumbrance upon any assets of the Company or of any of its Subsidiaries subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other similar rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan "poison pill" provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of ---------------------------------- its Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it or any of its Property is bound, or or, to the Company's knowledge, in violation of any provision of any Governmental Requirement applicable to the Companyit, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents Documents, (ii) filing of and performance of its obligations under the Certificate of Designation and (iiiii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture Preferred Stock and the Warrant Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Company or of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto------------ hereto or in the Disclosure Documents.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is bound, or in violation of any provision of any Governmental Requirement applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, limitation the issuance of the Debenture and Debentures, the Warrant payment of any amounts due thereunder (subject to the provisions of Section 6 hereof) and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any such violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract (including without limitation the Senior Credit Agreement) or an event which results in the creation of any Lien upon any assets of the Company or of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan "poison pill" provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the The Company nor any of its Subsidiaries is not in violation of ---------------------------------- any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document as amended and in effect on and as of the date hereof (or on any Closing Date) or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is bound, or in violation of any provision of any Governmental Requirement federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had violation or would not default could reasonably be expected to have a Material Adverse Effect. The Company is not in breach of any agreement to which it is a party or by which it is bound where such breach could have a material adverse effect on (ia) the business, operations, financial condition, customer or employee relations of the Company, (b) the transactions contemplated hereby, by the other Transaction Documents or by the Certificates of Designation, (c) the Securities or (d) the ability of the Company to perform its obligations under this Agreement, the other Transaction Documents or the Certificates of Designation (collectively, a "Material Adverse ---------------- Effect"). The (a) execution, delivery and performance of this Agreement and the ------ other Transaction Documents Documents, (b) execution and filing of the Certificate of Designation and (iic) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not not, in any such case, result in any such violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien Encumbrance upon any assets of the Company or of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other similar rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan "poison pill" provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of its the Company Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the CompanyCompany or any Company Subsidiary, except for violations of any provision of a Governmental Requirement such violation or default that which has not had or would not reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture Debentures and the Warrant Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract (except with respect to contracts relating to currently outstanding Debt of the Company that will be paid in full at or simultaneously with the Closing) or an event which results in the creation of any Lien upon any assets of the Company or of any of its the Company Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "“reset" ” or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's ’s securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's ’s securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any ---------------------------------- of its the Subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Companyit, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse EffectEffect (any such violation or default, a "Current Violation"). The (i) Except as set forth on Schedule 3.7 hereto, the execution, delivery and performance of this ------------ Agreement and the other Transaction Documents Documents, and (ii) the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant Purchased Securities and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred to in the previous sentence a Current Violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results result in the creation of any Lien upon any assets of the Company or of any of its the Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities or other Persons to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Companyit, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse EffectEffect (any such violation or default, a "CURRENT VIOLATION"). To the knowledge of the Company, except as disclosed in the SEC Documents, no employee of the Company or any of its Subsidiaries is in violation of any term of any instrument, contract or covenant (either with the Company, any of its Subsidiaries or another entity) relating to employment, Intellectual Property, assignment of inventions, proprietary information disclosure, non-competition or non-solicitation. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents Documents, and (ii) the consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant Purchased Securities and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred to in the previous sentence a Current Violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results result in the creation of any Lien upon any assets of the Company or of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities or other Persons to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries ---------------------------------- subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (including, without limitation, the provisions of the Company's Articles of Incorporation that set forth the terms of the Series B Preferred Stock) (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is boundbound (including, without limitation, any agreement between the Company and CC), or in violation of any provision of any Governmental Requirement Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had violation or would not default could reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement the Transaction Documents, (ii) execution and filing of the other Transaction Documents Series B-2 Articles of Amendment and (iiiii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant Series B-2 Preferred Stock and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not not, in any such case, result in any such violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien lien, charge or encumbrance upon any assets of the Company or of any of its Subsidiaries subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other similar rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan "poison pill" provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of ---------------------------------- its Subsidiaries subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is bound, or in violation of any provision of any Governmental Requirement Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had violation or would not default could reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents and Documents, (ii) execution and filing of the Certificate of Designation and (iii) except as set forth in Schedule 3.7, consummation of the transactions ------------ contemplated hereby and thereby (including without limitation, the issuance of the Debenture Preferred Shares and the Warrant Warrants and the reservation for issuance and issuance of the Conversion Shares, the Premium Shares and the Warrant Shares) will not not, in any such case, result in any such violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien lien, charge or encumbrance upon any assets of the Company or of any of its Subsidiaries subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other similar rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan "poison pill" provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of its Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture Debentures and the Warrant Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Company or of any of its Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither the Company nor any of its the Company Subsidiaries is in violation of any provisions of its Certificate of Incorporation, Bylaws or any other governing document or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the CompanyCompany or any Company Subsidiary, except for violations of any provision of a Governmental Requirement such violation or default that which has not had or would not reasonably be expected to have a Material Adverse Effect. The (i) execution, delivery and performance of this Agreement and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture Debentures and the Warrant Warrants and the reservation for issuance and issuance of the Conversion Shares and the Warrant Shares) will not result in any violation referred of any provisions of the Company’s or any of the Company Subsidiary’s Certificate of Incorporation, Bylaws or any other governing document or in a default under any provision of any instrument or contract to which it is a party or by which it or any of its Property is bound, or in violation of any provision of any Governmental Requirement applicable to the previous sentence Company or any Company Subsidiary or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien upon any assets of the Company or of any of its the Company Subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "“reset" ” or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's ’s securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), on the part of holders of the Company's ’s securities, other than such rights as are disclosed on Schedule 3.7 hereto.

No Conflict With Other Instruments. Neither Except as described on Schedule 3.7 ---------------------------------- ------------ hereto, neither the Company nor any of its Subsidiaries subsidiaries is in violation of any provisions of its Certificate of Incorporationcharter, Bylaws bylaws or any other governing document as amended and in effect on and as of the date hereof or in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is bound, or in violation of any provision of any Governmental Requirement Federal, state or foreign judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had violation or would not default could reasonably be expected to have a Material Adverse Effect. The Except as described on Schedule 3.7 hereto, the (i) ------------- execution, delivery and performance of this Agreement and the other Transaction Documents Documents, (ii) execution and filing of the Certificate of Designation and (iiiii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture Preferred Shares and the Warrant and the reservation for issuance and issuance of the Conversion Shares, the Dividend Shares and the Warrant Shares) will not not, in any such case, result in any such violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien lien, charge or encumbrance upon any assets of the Company or of any of its Subsidiaries subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other similar rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan "poison pill" provision or otherwise), on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 heretosecurities or any third party.

No Conflict With Other Instruments. Neither Except as set forth on ----------------------------------- Schedule 3.7, neither the Company nor any of its Subsidiaries subsidiaries is in violation of ------------ any provisions of its Certificate of Incorporation, Bylaws or any other governing document or as amended and in effect on and as of the date hereof or, to the best of the Company's knowledge, in default (and no event has occurred which, with notice or lapse of time or both, would constitute a default) under any provision of any instrument or contract to which it or any of its Property is a party or by which it is bound, or in violation of any provision of any Governmental Requirement Federal or state judgment, writ, decree, order, statute, rule or governmental regulation applicable to the Company, except for violations of any provision of a Governmental Requirement that which has not had or would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the consolidated business or financial condition of the Company and its subsidiaries taken as a whole. The (i) execution, delivery and performance of this Agreement the Transaction Documents, the execution and filing of the Certificate, and the other Transaction Documents and (ii) consummation of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Debenture and the Warrant Preferred Shares and the reservation for issuance and issuance of the Conversion Shares and the Warrant Dividend Payment Shares) will not result in any such violation referred to in the previous sentence or be in conflict with or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument or contract or an event which results in the creation of any Lien lien, charge or encumbrance upon any assets of the Company or of any of its Subsidiaries subsidiaries or the triggering of any preemptive or anti-dilution rights (including without limitation pursuant to any "reset" or similar provisions) or rights of first refusal or first offer, or any other rights that would allow or permit the holders of the Company's securities to purchase shares of Common Stock or other securities of the Company (whether pursuant to a shareholder rights plan provision or otherwise), offer on the part of holders of the Company's securities, other than such rights as are disclosed on Schedule 3.7 hereto.