Common use of No Conflicts; Consents and Approvals Clause in Contracts

No Conflicts; Consents and Approvals. (i) The execution, delivery and performance of this Agreement by the Company do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (x) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by such Buyer of this Agreement by and, when executed, the Company Ancillary Agreements to which it is a party do not and will not, as the case may be, and the consummation performance by it of its respective obligations under this Agreement and, when executed, the Company of the transactions contemplated hereby, including the Merger, does not or Ancillary Agreements to which it is a party will not not: (xa) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Organizational Documents of such Buyer; (b) be in violation of or result in a breach of or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any Contract to which such Buyer is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on such Buyer’s ability to perform its respective obligations hereunder; or (c) assuming any filings, approvals or consents which may be required pursuant to the HSR Act or as set forth on Schedule 5.03 (collectively, the “Buyers’ Approvals”) and other notifications provided in the ordinary course of business have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to such Buyer, except as would not, individually or in the Charter Documents aggregate, reasonably be expected to result in a material adverse effect on such Buyer’s ability to perform its respective obligations hereunder or (ii) require any provision of the organizational consent or governing documents approval of any Subsidiary of the CompanyGovernmental Authority, (y) subject to obtaining or making the notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than such consents, approvals, notices, ordersdeclarations, authorizationsfilings or registrations which, registrationsif not made or obtained, declarations and filings referred to in subparagraph (ii) belowwould not, contravene any Law individually or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries underaggregate, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any a material restriction adverse effect on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effectsuch Buyer’s ability to perform its respective obligations hereunder.

No Conflicts; Consents and Approvals. (i) The execution, delivery and performance of this Agreement by the Company Parent and Merger Sub do not and will not, as the case may benot , and the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, including the Merger, does not or hereby will not (x) conflict with or result in a violation pursuant to (x) any provision of the Charter Documents certificate of formation or limited liability company agreement of Parent or any provision of the organizational certificate of incorporation or governing documents bylaws of any Subsidiary of the CompanyMerger Sub, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent or any of its Subsidiaries Merger Sub under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Planbenefit plan, contract, agreement or other instrument, permit or obligation to which the Company Parent or any Subsidiary of the Company Merger Sub is a party or by which the Company Parent or any Subsidiary of the Company Merger Sub or their respective properties or assets are or may be is bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. (ii) Except for Other than the Required Approvals (A) compliance with, and filings under, to the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be extent applicable to or required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company sought or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities obtained by Parent or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”Merger Sub or their respective affiliates), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, Entity is necessary required by or required with respect to be obtained Parent or made Merger Sub in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder Parent or Merger Sub or the consummation of the Merger and the other transactions contemplated hereby, other than such items consents, approvals, orders, authorizations, registrations, declarations or filings that the failure to make obtain or obtainmake, as the case may be, has not had and would not reasonably be expected to materially delay have, individually or in the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have aggregate, a Company Parent Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The execution, execution and delivery and performance of this Agreement and the Related Agreements by the Company do not and will Purchaser does not, as the case may be, and the consummation by the Company Purchaser of the transactions contemplated hereby, including the Merger, does not or Sale will not not: (xi) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision provisions of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Purchaser; (ii) belowviolate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b) of the Purchaser Disclosure Letter); (iii) result, contravene after the giving of notice, with lapse of time or otherwise, in any Law violation, default or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in permit the creation acceleration or termination of any Lien upon obligation under or require any consent under or require any offer to purchase or prepayment of the properties any Indebtedness or assets of the Company or any of its Subsidiaries Liability under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit permit, concession, grant, franchise, license or obligation other Contract to which the Company or any Subsidiary of the Company Purchaser is a party or by which the Company Purchaser or its Subsidiaries or any Subsidiary of their assets or properties may be bound; (iv) result in the Company creation or their respective imposition of any Lien (other than Permitted Liens) upon any properties or assets are of Purchaser or may be bound except, its Subsidiaries; or (v) cause the suspension or revocation of any material Permit of Purchaser or its Subsidiaries; except in the case of clauses (yii), (iii), (iv) and (z) abovev), as would not reasonably be expected to have a Company Purchaser Material Adverse Effect. (iib) Except for (A) compliance withNo clearance, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, noticeorder, order license or authorization of, or registrationdeclaration, declaration registration or filing with, or notice to, or permit issued by, any Governmental Entity, Authority is necessary or required to be made or obtained or made by Purchaser in connection with the execution and or delivery of this Agreement or any Related Agreement by the Company, the performance by the Company of its obligations hereunder Purchaser or the consummation by Purchaser of the Merger Sale, except for (i) any clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit set forth in Section 5.3(b) of the Purchaser Disclosure Letter and the other transactions contemplated hereby(ii) any such clearance, other than such items that consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain, as the case may be, obtain would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Purchaser Material Adverse Effect.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by Seller of this Agreement by and the Company other Transaction Documents to which Seller is a party do not and will not, as the case may be, and the consummation performance by Seller of its obligations under this Agreement and the Company of the transactions contemplated hereby, including the Merger, does not Transaction Documents to which Seller is or will not be a party will not: (xa) conflict with or result in a violation pursuant to or breach of any provision of the Charter Documents terms, conditions or any provision provisions of the organizational or governing documents Organizational Documents of any Subsidiary of Seller; (b) assuming all required Consents set forth on Schedule 3.3 (collectively, the Company“Seller Approvals”) and the Company Consents have been obtained, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a violation of or a breach of, of or default underdefault, or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of a benefit underacceleration), or result require any consent of or notice to any Person, under (with or without the giving of notice, the lapse of time, or both) any Contract to which Seller is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the creation of any Lien upon aggregate, have a material adverse effect on Seller’s ability to perform its obligations under this Agreement or any of the properties other Transaction Documents to which Seller is or assets of will be a party; and (c) assuming all the Seller Approvals and the Company Consents have been obtained or given, (i) result in a violation of, or breach any term or provision of, any Law applicable to Seller, except as would not have a material adverse effect on Seller’s ability to perform its obligations under this Agreement or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation Transaction Document to which the Company or any Subsidiary of the Company Seller is a party or by which the Company (ii) require any Consent of any Governmental Authority under any applicable Law, other than such Consents which, if not made or any Subsidiary of the Company obtained, would not, individually or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) aboveaggregate, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents material adverse effect on Seller’s ability to perform its obligations under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing or any of the Certificate of Merger and other appropriate merger documents required by the DGCL Transaction Documents to which Seller is or will be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effectparty.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by Seller of this Agreement by and the Company Ancillary Agreements to which Seller is a party do not and will not, as the case may be, and the consummation performance by Seller of its obligations under this Agreement and the Company of the transactions contemplated hereby, including the Merger, does not or Ancillary Agreements to which Seller is a party will not not: (xa) conflict with or result in a violation pursuant to or breach of any provision of the Charter Documents terms, conditions or any provision provisions of the organizational or governing documents Organizational Documents of any Subsidiary Seller; (b) assuming all of the CompanyCompany Consents have been obtained, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to be in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with violation of or result in a breach of, of or default under, (or give rise to a any right of termination, cancellation or acceleration acceleration) under (with or without the giving of any obligation or to notice, the loss lapse of a benefit undertime, or result in the creation of both) any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation material Contract to which the Company or any Subsidiary of the Company Seller is a party party, except for any such violations or by defaults (or rights of termination, cancellation or acceleration) which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptwould not, in the case aggregate, reasonably be expected to result in a material adverse effect on Seller’s ability to perform its obligations hereunder; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.3(c) (collectively, the “Seller Approvals”), Company Consents and other notifications provided in the ordinary course of clauses business have been made, obtained or given, (yi) and (z) aboveconflict with, violate or breach any term or provision of any Law applicable to Seller, except as would not reasonably be expected to have result in a Company Material Adverse Effect. material adverse effect on Seller’s ability to perform its obligations hereunder or (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC require any consent or approval of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization ofGovernmental Authority, or registrationnotice to, declaration or declaration, filing or registration with, any Governmental EntityAuthority, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated herebyunder any applicable Law, other than such items that the failure to make consents, approvals, notices, declarations, filings or obtainregistrations which, as the case may beif not made or obtained, would not reasonably be expected to materially delay the consummation of the Merger or result in any a material restriction adverse effect on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectSeller’s ability to perform its obligations hereunder.

No Conflicts; Consents and Approvals. (ia) The execution, execution and delivery and performance of this Agreement and the Related Agreements by the Company do not and will Seller does not, as the case may be, and the consummation by the Company Seller of the transactions contemplated hereby, including the Merger, does not or Sale will not not: (xi) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision provisions of the organizational or governing documents of any Subsidiary of Seller or the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Trayport Companies; (ii) belowviolate any applicable Law (assuming compliance with the matters set forth in Section 4.5(b) of the Seller Disclosure Letter); (iii) result, contravene after the giving of notice, with lapse of time or otherwise, in any Law violation, default or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in permit the creation acceleration or termination of any Lien upon obligation under or require any consent under or require any offer to purchase or prepayment of the properties any Indebtedness or assets of the Company or any of its Subsidiaries Liability under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit permit, concession, grant, franchise, license or obligation other Contract to which the Company or any Subsidiary of the Trayport Company is a party or by which the any Trayport Company or any Subsidiary of the Company or their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets are of any Trayport Company; or may be bound (v) cause the suspension or revocation of any Trayport Permit (assuming compliance with the matters set forth in Section 4.5(b) of the Seller Disclosure Letter); except, in the case of clauses (yii), (iii), (iv) and (z) abovev), as would not reasonably be expected material to have a Company Material Adverse Effectthe Business. (iib) Except for (A) compliance withNo clearance, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, noticeorder, order license or authorization of, or registrationdeclaration, declaration registration or filing with, or notice to, or permit issued by, any Governmental Entity, Authority is necessary or required to be made or obtained by Seller or made any Trayport Company in connection with the execution and or delivery of this Agreement or any Related Agreement by the Company, the performance by the Company of its obligations hereunder Seller or the consummation by Seller of the Merger Sale, except for (i) any clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit set forth in Section 4.5(b) of the Seller Disclosure Letter; and the other transactions contemplated hereby(ii) any such clearance, other than such items that consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain, as the case may be, obtain would not reasonably be expected material to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectBusiness.

No Conflicts; Consents and Approvals. (ia) The execution, execution and delivery and performance of this Agreement and the Related Agreements by the Company each Seller do not and will not, as the case may be, and the consummation by the Company Sellers of the transactions contemplated hereby, including the Merger, does not or Sale will not not: (xi) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision provisions of the organizational or governing documents of any Subsidiary of Sellers or the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Trayport Companies; (ii) belowviolate any applicable Law (assuming compliance with the matters set forth in Section 4.5(b) of the Sellers Disclosure Letter); (iii) result, contravene after the giving of notice, with lapse of time or otherwise, in any Law violation, default or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in permit the creation acceleration or termination of any Lien upon obligation under or require any consent under or require any offer to purchase or prepayment of the properties any Indebtedness or assets of the Company or any of its Subsidiaries Liability under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit permit, concession, grant, franchise, license or obligation other Contract to which the Company or any Subsidiary of the Trayport Company is a party or by which the any Trayport Company or any Subsidiary of the Company or their respective assets or properties may be bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets are of any Trayport Company; or may be bound (v) cause the suspension or revocation of any Trayport Permit (assuming compliance with the matters set forth in Section 4.5(b) of the Sellers Disclosure Letter); except, in the case of clauses (yii), (iii), (iv) and (z) abovev), as would not reasonably be expected material to have a Company Material Adverse Effectthe Business. (iib) Except for (A) compliance withNo clearance, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, noticeorder, order license or authorization of, or registrationdeclaration, declaration registration or filing with, or notice to, or permit issued by, any Governmental Entity, Authority is necessary or required to be made or obtained by Sellers or made any Trayport Company in connection with the execution and or delivery of this Agreement or any Related Agreement by the Company, the performance by the Company of its obligations hereunder Sellers or the consummation by Sellers of the Merger Sale, except for (i) any clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit set forth in Section 4.5(b) of the Sellers Disclosure Letter; and the other transactions contemplated hereby(ii) any such clearance, other than such items that consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain, as the case may be, obtain would not reasonably be expected material to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectBusiness.

No Conflicts; Consents and Approvals. (i) The execution, delivery and or performance of this Agreement by the Company do each constituent of Parent Group does not and or will not, as the case may be, and the consummation by the Company each constituent of Parent Group of the transactions contemplated hereby, including the Merger, does not or will not (x) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary Parent, Holding Company, Holdings or Sub, in each case, as amended to the date of the Companythis Agreement, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph paragraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect effect, or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Planbenefit plan, contract, agreement or other instrument, permit permit, concession, or obligation applicable to which the Company Parent, Holding Company, Holdings or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company Sub or their respective properties or assets are or may be bound assets, except, in the case of with respect to clauses (y) and (z) above, as for any such contraventions, conflicts, breaches, defaults or other occurrences which would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, Other than the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware Required Statutory Approvals and the filing of appropriate documents a report with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals BEA pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”)IISA, no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental EntityEntity is required by or with respect to Parent, is necessary Holding Company, Holdings or required to be obtained or made Sub in connection with the execution and delivery of this Agreement by the Parent, Holding Company, the performance by the Company of its obligations hereunder Holdings or Sub or the consummation of the Merger and the other transactions contemplated hereby, other than such items consents, approvals, orders, authorizations, registrations, declarations or filings that the failure to obtain or make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Parent Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The Subject to obtaining Shareholder Approvals and the filing of the Charter Amendment, and except as disclosed in Schedule 3.6, neither the execution, delivery and or performance of this Agreement or the Registration Rights Agreement by the Company do not and will not, as the case may be, and nor the consummation by the Company of any of the transactions contemplated hereby, including the Merger, does not or Transactions will not (xa) conflict with or result in a violation pursuant to violate any provision of the Charter Documents certificate of incorporation or by-laws of the Company or any provision Organizational Document of any of the organizational or governing documents of any Subsidiary of the Company, Subsidiaries; (yb) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Requirement of Law applicable to the Company or any of the Subsidiaries or any of their respective properties and assets, other than such breaches, defaults, accelerations, terminations, modifications, cancellations, notices, consents or waivers as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect; (c) result in the imposition of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries underthe Subsidiaries, any loan which Lien would materially detract from the value or credit agreementmaterially interfere with the use of such properties or assets, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which (d) result in the Company or any Subsidiary of the Company is a party being required to redeem, repurchase or by which otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any Subsidiary of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Stock Options or Restricted Stock Awards. (b) Except as set forth in Schedule 3.6, neither the Company nor any of the Subsidiaries is required to obtain any consent, authorization or their respective properties approval of, or assets are make any filing, notification or may registration with, any Governmental Authority or any self regulatory organization in order for the Company to execute, deliver and perform this Agreement and the Registration Rights Agreement and to consummate the Transactions (“Company Approvals”), other than filing the Proxy Statement with the SEC. The Company has no reason to believe that any of the consents, authorizations or approvals listed on Schedule 3.6 will not be bound exceptreceived or will be received with conditions, limitations or restrictions that would reasonably be expected, individually or in the case of clauses (y) and (z) aboveaggregate, as would not reasonably be expected to have a Company Material Adverse Effect. (iic) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”)Schedule 3.6, no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or Contractual Consents are required to be obtained under any Contractual Obligation applicable to the Company or made any Subsidiary or, to the Knowledge of the Company, any Associated Person thereof in connection with the execution and execution, delivery or performance of this Agreement by or the Company, the performance by the Company of its obligations hereunder Registration Rights Agreement or the consummation of any of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, Transactions which if not obtained would not reasonably be expected expected, individually or in the aggregate to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectEffect (“Company Contractual Consents”).

No Conflicts; Consents and Approvals. (i) The execution, delivery and or performance of this Agreement by the Company do does not and or will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (x) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary Significant Subsidiary, in each case, as amended to the date of the Companythis Agreement, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph paragraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect effect, or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Planbenefit plan, contract, agreement or other instrument, permit permit, concession, or obligation applicable to which the Company or Company, any Significant Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound assets, except, in the case of with respect to clauses (y) and (z) above, as for any such contraventions, conflicts, breaches, defaults or other occurrences which would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Significant Subsidiaries are is qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (F) application to, and the consent and approval of, the FERC, or an order from the FERC disclaiming jurisdiction over the transactions contemplated hereby; (G) to the extent required, notice to and approval of, (i) the SDPUC, (ii) the MPSC, and (iii) the NPSC; (H) required pre-approvals of license transfers with the Federal Communications Commission; (I) to the extent applicable, consents, approvals and actions of, filings with, and notices to, any Governmental Entity pursuant to the Exon-Xxxxxx Act (such items set forth above in clauses (A) through (EI) collectively, the “Required Statutory Approvals”); and (J) the filing of a report with the BEA pursuant to the IISA, no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The Neither the execution, delivery and or performance of this Agreement or any of the other Transaction Agreements by the Company do not and will not, as the case may be, and nor the consummation by the Company of any of the transactions contemplated hereby, including the Merger, does not or Transactions will not (xa) conflict with or result in a violation pursuant to violate any provision of the Charter Documents certificate of incorporation or by-laws of the Company or any provision Organizational Document of any of the organizational or governing documents of any Subsidiary of the Company, Subsidiaries; (yb) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material Contractual Obligation or any Requirement of Law material to the operation of the Company or any of the Subsidiaries or any of their respective properties and assets; (c) result in the imposition of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries underthe Subsidiaries, any loan which Lien would materially detract from the value or credit agreementmaterially interfere with the use of such properties or assets, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same or (e) cause the accelerated vesting of any Employee Stock Options, Restricted Stock Awards or RSU Awards. (b) Except as set forth in Schedule 3.5(b), neither the Company nor any of the Subsidiaries is a party required to obtain any consent, authorization or by which approval of, or make any filing, notification or registration with, any Governmental Authority or any self regulatory organization in order for the Company to execute, deliver and perform this Agreement and each of the other Transaction Agreements and to consummate the Transactions (“Company Approvals”). (c) No Contractual Consents are required to be obtained under any Contractual Obligation applicable to the Company or any Subsidiary or, to the Knowledge of the Company Company, any Associated Person thereof in connection with the execution, delivery or their respective properties performance of this Agreement or assets are the Registration Rights Agreement or may the consummation of any of the Transactions which if not obtained would reasonably be bound exceptexpected, individually or in the case of clauses (y) and (z) above, as would not reasonably be expected aggregate to have a Company Material Adverse Effect. Effect (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the “Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required ApprovalsContractual Consents”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. No notices to, filings with, or authorizations, consents or approvals of any Governmental Entity or other Person is necessary for the execution, delivery or performance of this Agreement, the other Transaction Documents or the consummation by Parent and Merger Sub of the transactions contemplated hereby and thereby, except for (ia) The compliance with and filings under the HSR Act, (b) the filing of the Certificate of Merger, (c) the Licensee Consents and (d) those set forth on Schedule 4.3 of the Parent Disclosure Letter. Neither the execution, delivery and performance of this Agreement by Agreement, the Company do not and will not, as the case may be, and other Transaction Documents or the consummation by the Company Parent and Merger Sub of the transactions contemplated hereby, including the Merger, does not hereby or thereby will not (xi) conflict with or result in a violation pursuant to any breach of any provision of the Charter Documents Parent’s or any provision of the organizational or governing documents of any Subsidiary of the CompanyMerger Sub’s Organizational Documents, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a violation or breach ofof or loss of any benefit under, or DOC ID - 32901658.22 54 cause acceleration, or constitute (with or without due notice or lapse of time or both) a default under, (or give rise to a any right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon acceleration) under any of the properties terms, conditions or assets provisions of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit instrument or obligation to which the Company Parent or any Subsidiary of the Company Merger Sub is or will be a party or by which the Company any of them or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptbound, or (iii) subject to the receipt of filings and other matters referred to on Schedule 4.3 of the Parent Disclosure Letter, violate any Law applicable to Parent, Merger Sub, or any of Parent’s or Merger Sub’s Subsidiaries or any of their respective material properties or assets, except in the case of clauses (yii) and (z) aboveiii), as for violations which would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company prevent or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger transactions contemplated hereby. Parent is not prohibited or result restricted, directly or indirectly, from paying the Termination Fee in any material restriction on cash to the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectCompany.

No Conflicts; Consents and Approvals. (ia) The Except as set forth in Schedule 3.5(a), neither the execution, delivery and or performance of this Agreement or any of the other Transaction Agreements by the Company do not and will not, as the case may be, and nor the consummation by the Company of any of the transactions contemplated hereby, including the Merger, does not or Transactions will not (xa) conflict with or result in a violation pursuant to violate any provision of the Charter Documents certificate of incorporation or by-laws of the Company or any provision Organizational Document of any of the organizational or governing documents of any Subsidiary of the Company, Subsidiaries; (yb) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material Contractual Obligation or any Requirement of Law material to the operation of the Company or any of the Subsidiaries or any of their respective properties and assets; (c) except as contemplated by the terms of the Agreement, result in the imposition of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries underthe Subsidiaries, any loan which Lien would materially detract from the value or credit agreementmaterially interfere with the use of such properties or assets, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same, or (e) cause the accelerated vesting of any Employee Stock Options, Restricted Stock Awards or RSU Awards. (b) Except application(s) to each applicable Trading Market for the listing of the Securities for trading thereon in the time and manner required thereby, and the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws and filing of any amendments to charter documents with the Delaware Secretary of State (collectively, the “Company Approvals”), neither the Company nor any of the Subsidiaries is a party required to obtain any consent, authorization or by which approval of, or make any filing, notification or registration with, any Governmental Authority or any self regulatory organization in order for the Company to execute, deliver and perform this Agreement and each of the other Transaction Agreements and to consummate the Transactions. (c) Except as set forth in Schedule 3.5(c), no Contractual Consents are required to be obtained under any Contractual Obligation applicable to the Company or any Subsidiary or, to the Knowledge of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing withCompany, any Governmental Entityofficer, is necessary director or required to be obtained or made employee thereof in connection with the execution and execution, delivery or performance of this Agreement by or the Company, the performance by the Company of its obligations hereunder other Transaction Agreements or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation any of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Transactions (“Company Material Adverse EffectContractual Consents”).

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance of this Agreement by the Company do not and will Sellers does not, as the case may be, and the consummation by the Company of the transactions contemplated herebyhereby and the performance by Sellers of their respective obligations hereunder, including assuming the Mergerreceipt of the Governmental Required Consents and the consents, does not approvals and waivers listed on Schedule 3.4, will not: (a) violate or will not (x) conflict with any term, condition or result in a violation pursuant to any provision of (i) the Charter Documents charter, operating agreement, by-laws or any provision analogous organizational document of the organizational either of Sellers or governing documents of any Subsidiary of the Company, (yii) subject any agreement, lease, instrument, mortgage, License or franchise to obtaining which either of Sellers or making the consentsCompany is a party or by which any of their respective properties are bound (other than with respect to the Retained Assets), approvalsor (iii) any Law applicable to either of Sellers or the Company and which violation would, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph the case of clauses (ii) belowand (iii), contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect reasonably be expected to have a Material Adverse Effect; or (zb) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of material to the Company (or any interest of its Subsidiaries under, Sellers in the Company) or give to others (other than to Purchaser) any loan interest or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or right in any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptmaterial properties, in the case including a right to purchase any of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) such properties. Except for (A) compliance withthe Governmental Required Consents, and filings underfor such consents, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings authorizations and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items as set forth above in clauses (A) through (E) collectively, the “Required Approvals”)on Schedule 3.4, no authorization, consent, approval, notice, order or authorization approval of, or registration, declaration or filing with, any Governmental Entity, Authority is necessary or required to be obtained or made in connection with the execution and delivery of, or performance by Sellers of their respective obligations under, this Agreement by Agreement. Except for the consents, authorizations and approvals set forth on Schedule 3.4, any consents, authorizations and approvals in connection with the Retained Assets, and those, the failure to obtain which would not result in the loss of a material right of the Company, no authorization, consent or approval of, or filing with, any third-party that is not a Governmental Authority is required in connection with the execution and delivery of, or performance by the Company Sellers of its their respective obligations hereunder or the consummation of the Merger and the other transactions contemplated herebyunder, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effectthis Agreement.

No Conflicts; Consents and Approvals. (ia) The Except as set forth in Schedule 4.2, the execution, delivery and performance of this Agreement by and the Company do not and will not, as the case may be, other Ancillary Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or Transactions will not result in (xi) any conflict with the certificate of incorporation or result in a violation pursuant to any provision by-laws of the Charter Documents Accuride or any provision of the organizational or governing documents of any Subsidiary of the CompanyAccuride Sub, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law breach or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach violation of, or default under, any Applicable Law or give rise any mortgage, agreement, deed of trust, indenture, lease, contract or other instrument to which Accuride or Accuride Sub is a right party or by which Accuride or Accuride Sub or any of terminationtheir respective properties or assets (including without limitation the Accuride Assets) are bound, cancellation except any breach, violation or acceleration default which could not reasonably be expected (A) to have a Material Adverse Effect or (B) to have a material adverse effect on the ability of Accuride to perform its obligations under this Agreement or (iii) the creation or imposition of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon Liens on any of the properties or assets of Accuride or Accuride Sub (including without limitation the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or Accuride Assets) other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effectthan Permitted Liens. (iib) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”)Schedule 4.2, no consent, approval, notice, order approval or authorization of, or registration, declaration or filing with, any Governmental Entity, Authority or any other third party is necessary required on the part of Accuride or required to be obtained or made Accuride Sub in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or any other Ancillary Agreement to which it is a party or the consummation of the Merger and the other transactions contemplated herebyTransactions, other than such items that any consents, approvals, authorizations or filings, the failure of which to make obtain would not, individually or obtainin the aggregate, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time have a Material Adverse Effect or have a Company Material Adverse Effectmaterial adverse effect on the ability of Accuride to perform its obligations under this Agreement.

No Conflicts; Consents and Approvals. (ia) The execution, delivery and performance by the Company of this Agreement by and the Company other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (xwith or without the giving of notice, the lapse of time, or both) conflict with with, or result in a any violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, require any Consent under or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the rights, properties or assets of the Company or any of its Subsidiaries underCompany Subsidiary under (i) assuming compliance with the matters referred to in Section 3.4(b), any loan Applicable Law applicable to the Company, any of the Company Subsidiaries or credit agreementany of their respective rights, noteproperties or assets, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation (ii) any Material Contract to which the Company or any Subsidiary of the Company Subsidiaries is a party or by which any of them or their rights, properties or assets is bound or affected or (iii) any Organizational Documents of the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptSubsidiaries, except in the case of clauses (yi) and (zii) above, as for any such violation, breach or approval which would not reasonably be expected to have materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or to otherwise have, individually or in the aggregate, a Company Material Adverse Effect. (iib) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any No Governmental Entity, Approval is necessary or required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by and the Company, the performance by the Company of its obligations hereunder other Transaction Documents or the consummation of the Merger and the other transactions contemplated herebyhereby or thereby, other than such items that the failure except (i) any Governmental Approvals required to make be obtained or obtainmade, as the case may be, as a result of any legal or regulatory status of, or other facts pertaining specifically to, the Parent, the Sub or any of their respective Affiliates, (ii) filings required with respect to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) as listed in Section 3.4(b) of the Company Disclosure Schedule or (iv) where the failure to do so would not reasonably be expected to materially delay impair the consummation ability of the Merger Company to consummate the transactions contemplated by this Agreement or result to otherwise have, individually or in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have aggregate, a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The Neither the execution, delivery and or performance of this Agreement or any of the other Transaction Agreements by the Company do not and will not, as the case may be, and nor the consummation by the Company of any of the transactions contemplated hereby, including the Merger, does not or Transactions will not (xa) conflict with or result in a violation pursuant to violate any provision of the Charter Documents certificate of incorporation or by-laws of the Company or any provision Organizational Document of any of the organizational or governing documents of any Subsidiary of the Company, Subsidiaries; (yb) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material Contractual Obligation or any Requirement of Law material to the operation of the Company or any of the Subsidiaries or any of their respective properties and assets; (c) result in the imposition of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries underthe Subsidiaries, any loan which Lien would materially detract from the value or credit agreementmaterially interfere with the use of such properties or assets, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which (d) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same, or (e) cause the accelerated vesting of any Employee Stock Options, Restricted Stock Awards or RSU Awards. (b) Except as set forth in Schedule 3.5(b), neither the Company nor any of the Subsidiaries is a party required to obtain any consent, authorization or by which approval of, or make any filing, notification or registration with, any Governmental Authority or any self regulatory organization in order for the Company to execute, deliver and perform this Agreement and each of the other Transaction Agreements and to consummate the Transactions (“Company Approvals”). (c) No Contractual Consents are required to be obtained under any Contractual Obligation applicable to the Company or any Subsidiary or, to the Knowledge of the Company Company, any Associated Person thereof in connection with the execution, delivery or their respective properties performance of this Agreement or assets are the other Transaction Agreements or may the consummation of any of the Transactions which if not obtained would reasonably be bound exceptexpected, individually or in the case of clauses (y) and (z) above, as would not reasonably be expected aggregate to have a Company Material Adverse Effect. Effect (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the “Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required ApprovalsContractual Consents”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (i) The executionAssuming the receipt of the consents, approvals and waivers listed in Section 3.4 of the Disclosure Schedules, the execution and delivery and performance by the Company of this Agreement by and the other Transaction Documents to which the Company do not and will is a party does not, as the case may be, and the consummation by the Company of the transactions contemplated herebyhereby and thereby will not: (a) violate, including the Merger, does not or will not (x) conflict with or result in a violation pursuant to default under (or an event which, with notice or lapse of time or both, would constitute a default), or require any consent, approval or waiver under, any term, condition or provision of the (i) any Charter Documents or any provision of the organizational Company or governing documents of any Subsidiary of the Companyits Subsidiaries, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise Contract to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of which the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which any of their assets are bound or (iii) any Order or Law applicable to the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptits Subsidiaries, except in the case of clauses each of clause (yii) and (ziii) above, as would not reasonably be expected material and adverse to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified or the Business; or (b) give rise to do business; a right of termination or cancellation, or modification or acceleration in any material respects of any obligation, or loss of any material rights under, or result in the imposition or creation of any material Lien upon, the Shares, the Company or its Subsidiaries, the Business or any of the Company’s or its Subsidiaries’ material properties or assets (D) any filings tangible or intangible). Except for the consents, authorizations and approvals pursuant to the rules and regulations set forth in Section 3.4 of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”)Disclosure Schedules, no authorization, consent, approval, notice, order or authorization approval of, or registration, declaration or filing with, any Governmental Entity, Authority or any other Person is necessary or required to be obtained or made by the Company in connection with the execution and delivery of this Agreement by the Companyof, the or performance by the Company of its obligations hereunder under, this Agreement, except pursuant to the Hxxx-Xxxxx-Xxxxxx Act or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure as required pursuant to make applicable federal or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effectstate securities Laws.

No Conflicts; Consents and Approvals. (ia) The Except as set forth in Section 4.03(a) of the Disclosure Schedule, the execution, delivery and performance of this Agreement by and the Company do other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby does not and will not: (i) contravene, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (x) conflict with or result in a any breach or violation pursuant to of any provision of the Charter Organizational Documents of NEP DC Holdings or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Dos Caminos; (ii) belowconflict with, contravene any Law or any orderviolate, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, of or default under, or give rise to a right of terminationrequire consent, cancellation approval or acceleration of any obligation or to the loss of a benefit underwaiver from, or result require the giving of notice to any Person under or in the creation of any Lien upon connection with any of the properties terms, conditions or assets of the Company or provisions under any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation material Contract to which the Company NEP DC Holdings or any Subsidiary of the Company Dos Caminos is a party or by which the Company their respective assets or properties are bound, or any Subsidiary material Permit held by NEP DC Holdings or Dos Caminos, or result in the acceleration of or create in any Person the right to accelerate, terminate, modify, amend or cancel or give rise to any loss of any material benefit under any such Contract or Permit; (iii) assuming receipt of the Company HSR Approval and all Consents of Governmental Authorities described in Section 4.03(b) of the Disclosure Schedule, contravene, conflict with, violate or their respective properties result in a violation of or default under any Law to which NEP DC Holdings or Dos Caminos is subject; (iv) result in the imposition or creation of any Lien on the Equity Interests of NEP DC Holdings or Dos Caminos, or other Lien (other than Permitted Liens) on the assets are of NEP DC Holdings or may be bound Dos Caminos; or (v) pursuant to a preferential purchase right, right of first refusal or offer, right of purchase or buy-sell arrangement granted by Seller or NEP DC Holdings, give any Person the right to prevent, impede or delay the Closing under this Agreement or to acquire all or any part of the Equity Interests of NEP DC Holdings or Dos Caminos or a material portion of the assets or business of NEP DC Holdings or Dos Caminos, except, in the case of clauses clause (yii), (iv) and (zv) above, as would not reasonably be expected material to have NEP DC Holdings and Dos Caminos, individually or taken as a Company Material Adverse Effectwhole. (iib) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization No Consent of, with or registration, declaration or filing with, to any Governmental Entity, Authority is necessary or required to be obtained or made by NEP DC Holdings or Dos Caminos in connection with the execution execution, delivery and delivery performance of this Agreement by and the Companyother Transaction Documents, the performance by the Company of its obligations hereunder or and the consummation of the Merger and the other transactions contemplated herebyhereby and thereby, other than such items that (i) the failure to make HSR Approval, (ii) requirements of any applicable securities Laws, (iii) Consents set forth in Section 4.03(b) of the Disclosure Schedule, (iv) Consents that, if not obtained or obtain, as the case may bemade, would not reasonably be expected material to materially delay the consummation NEP DC Holdings and Dos Caminos, individually or taken as a whole, or (v) requirements applicable as a result of the Merger specific legal or regulatory status of Buyer or any of its Affiliates or as a result of any other facts that specifically relate to the business or activities in which Buyer or any material restriction on of its Affiliates are or propose to be engaged (other than the conduct business of the Business by the Surviving Corporation after the Effective Time NEP DC Holdings or have a Company Material Adverse EffectDos Caminos).

No Conflicts; Consents and Approvals. (ia) The execution, delivery and performance of this Agreement by the Company do Parent and Merger Sub will not and will notresult in (i) any conflict with the limited liability company agreement, as the case may be, and the consummation by the Company certificate of incorporation or by-laws of the transactions contemplated herebyParent or Merger Sub, including the Merger, does not or will not (x) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) belowany breach or violation of or default under any applicable statute, contravene any Law or any order, writregulation, judgment, injunction, decree, determination order or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration decree of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Governmental Authority or any of its Subsidiaries undermortgage, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement indenture or any other instrument, permit or obligation instrument to which the Company Parent or any Subsidiary of the Company Merger Sub is a party or by which the Company Parent, Merger Sub or any Subsidiary of the Company or their respective properties or assets are bound, or may be bound (iii) the creation or imposition of any Lien, except, in the case of clauses (yii) and (z) aboveiii), as where such breaches, violations or defaults and such Liens would not reasonably be expected expected, individually or in the aggregate, to have a Company Material Adverse Effectmaterially impair the ability of the Parent or Merger Sub to perform their respective obligations under, or to consummate the transactions contemplated by, this Agreement. (iib) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”Schedule 6.2(b), no consent, approval, notice, order approval or authorization of, or registration, declaration of or filing with, with any Governmental Entity, Authority or Person is necessary required on the part of the Parent or required to be obtained or made Merger Sub in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items except filings, consents or approvals (i) that are required with respect to the failure to make HSR Act or obtain(ii) others that, as the case may beif not made or obtained, would not reasonably be expected expected, individually or in the aggregate, to materially delay impair the consummation ability of the Parent or Merger Sub to perform their respective obligations under, or result in any material restriction on to consummate the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effecttransactions contemplated by, this Agreement.

No Conflicts; Consents and Approvals. (ia) The execution, delivery and or performance of this Agreement by the Company do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including Transaction Documents to which it is a party and the Merger, does not or consummation of the Transactions will not (xa) conflict with or result in a violation pursuant to violate any provision of the Charter Documents Memorandum of Association or Articles of Association of the Company or any provision of the organizational or governing documents Organizational Document of any Subsidiary of the Company, its Subsidiaries; (yb) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation acceleration of, create in any Person any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Law applicable to the Company or any of its Subsidiaries or any of their respective properties and assets; (c) result in the imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries underSubsidiaries, (d) result in the Company being required to redeem, repurchase or otherwise acquire any loan outstanding equity or credit agreementdebt interests, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement securities or other instrument, permit or obligation to which obligations of the Company or any Subsidiary of its Subsidiaries or any options or other rights exercisable for any of same or (e) cause the Company is a party accelerated vesting of any Employee Share Options or by which other employee benefits or result in any obligations on the part of the Company or any Subsidiary of its Subsidiaries to pay any additional severance benefits upon the termination of the Company or their respective properties or assets are or may be bound exceptemployment of any employee thereof, except in the case of clauses (yb) and or (z) abovec), as to the extent it does not or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (iib) Except for (Aas set forth in Section 3.5(b) compliance with, and filings underof the Disclosure Schedule, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be Company is not required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) obtain any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order authorization or authorization approval of, or registrationmake any filing, declaration notification or filing registration with, any Governmental EntityAuthority or any self regulatory organization in order for the Company to execute, deliver and perform any Transaction Document to which it is necessary a party or to consummate any of the Transactions ("Company Approvals"). (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule, no Contractual Consents are required to be obtained under any Contractual Obligation applicable to the Company or made any of its Subsidiaries in connection with the execution and execution, delivery of this Agreement by the Company, the or performance by the Company of its obligations hereunder any Transaction Document to which it is a party or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation any of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Transactions ("Company Material Adverse EffectContractual Consents").

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by Seller of this Agreement by the Company do not and will not, as the case may be, and the consummation performance by Seller of its obligations under this Agreement and the taking of any action contemplated to be taken by any Parent Company of the transactions contemplated hereby, including the Merger, does not or hereunder will not not: (xa) conflict with or result in a violation pursuant to or breach of any provision of the terms, conditions or provisions of the Charter Documents of Seller or any provision such Parent Company; (b) assuming all of the organizational or governing documents Company Consents have been obtained, be in violation of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, of or default under, (or give rise to a any right of termination, cancellation or acceleration acceleration) under (with or without the giving of notice, the lapse of time, or both) any material Contract to which Seller, any Non-Company Affiliate or any Parent Company is a party (including, without limitation, the Affiliate Contracts), except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, in the aggregate, reasonably be expected to result in a material adverse effect on Seller’s ability to perform its obligations hereunder or on any Parent Company’s ability to take the actions contemplated to be taken by such Parent Company hereunder; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.3(c) (collectively, the “Seller Approvals”), the Company Consents and other notifications provided in the ordinary course of business consistent with past practice have been made, obtained or given, (i) conflict with, violate or breach any material term or provision of any obligation or Law applicable to Seller, the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company Parent Companies or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties material Assets or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC require any material consent or approval of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization ofGovernmental Authority, or registrationnotice to, declaration or declaration, filing or registration with, any Governmental EntityAuthority, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in under any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effectapplicable Law.

No Conflicts; Consents and Approvals. (i) The executionExcept as set forth on Schedule 3.7, the execution and delivery and performance by Seller of this Agreement and the performance by the Company do not and will Seller of its obligations hereunder does not, as the case may be, and the consummation by the Company of the transactions contemplated herebyhereby and the taking of any action contemplated to be taken by Seller or the Acquired Company hereunder, including and assuming the Mergertruth and accuracy of the representations and warranties in Sections 5.7, does not 5.8 and 5.10, will not:‌ (a) violate any of the material terms or will not provisions of the Organizational Documents of the Acquired Company; (xb) conflict with assuming the Required Consents and other notifications provided in the ordinary course of business have been made, obtained or result in a violation pursuant to given, (i) violate any term or provision of any Law applicable to the Charter Documents Acquired Company or any provision of their assets or (ii) require the organizational consent or governing documents approval of, written notice to, or declaration, filing or registration with, any Governmental Authority, under 2 NTD: Schedule to disclose current debt at the project (although debt will be paid off as part of closing the sale). ACCEPTED FOR PROCESSING - 2023 June 9 12:24 PM - SCPSC - 2023-189-E - Page 21 of 45 any Subsidiary Law applicable to the Acquired Company or any of the Companyits assets, (y) subject to obtaining or making the other than such consents, approvals, notices, ordersdeclarations, authorizationsfilings or registrations; and (c) violate, registrations, declarations and filings referred to be in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach ofwith, or default constitute a Default or Event of Default under, or cause or permit the acceleration of the maturity of, or give rise to a any right of termination, cancellation cancellation, imposition of fees or acceleration of any obligation or to the loss of a benefit penalties under, or any Contract; (d) result in the creation or imposition of any Lien Encumbrance upon any of the properties property or assets of the Acquired Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary than in favor of the Company is a party Buyer; (e) violate any Governmental Rule or by which the Company terms of any Permit applicable to the Acquired Company, except for such violations which, individually or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) aboveaggregate, as would not reasonably be expected to have a Company Material Adverse Effect.Effect with respect to the Acquired Company; and (iif) Except except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports consents and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses on Schedule 4.2(f) (A) through (E) collectively, the “Required ApprovalsAdditional Consents”), no require any filing, registration, qualification, consent, approval, notice, order approval or authorization ofto, with or registration, declaration or filing with, from any Person (excluding Governmental Entity, is necessary or required to be obtained or made Authorities) in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby; and (g) except for the Governmental Approvals, other than such items that no approval is necessary from any Governmental Authority in connection with the failure to make execution and delivery of this Agreement or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or transactions contemplated hereby. (h) [result in the termination of, or require the material modification of, any material restriction on the conduct of the Business Permit held by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectAcquired Company].

No Conflicts; Consents and Approvals. Subject to receipt of the consents, approvals and waivers, and the making of the filings and notifications, in each case listed in Section 3.03 of the Seller Disclosure Schedule and subject to the requirements of the HSR Act and applicable non-U.S. Laws and Governmental Authorities with respect to foreign investment and competition, subject to the filing by Seller of reports under the Exchange Act and as contemplated by the rules of the New York Stock Exchange, and subject, in the case of matters relating to the Second Acquisition, the receipt or making of (as applicable) the consents, approvals, waivers, filings and notifications required in connection with the completion of the TLM Acquisition set forth on Section 3.03 of the Seller Disclosure Schedule, none of (i) The execution, the execution and delivery and performance by Seller of this Agreement and each Ancillary Agreement to which it is or will be a party, (ii) the consummation by Seller, each such Subsidiary Transferor, TLM Taiwan or Lucky Samoa of the Company do not and will nottransactions contemplated hereby or thereby or (iii) the compliance by Seller with any of the provisions hereof or thereof, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not will: (xa) conflict with with, violate or result in a violation pursuant to the breach of, any provision of the Charter Documents certificate of incorporation or by-laws or other organizational documents of Seller or any provision of the organizational or governing documents of any Subsidiary of the Company, its Subsidiaries; (yb) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law require Seller or any orderof its Subsidiaries to make any material registration, writdeclaration or filing with, judgmentor obtain any material license, injunctionwaiver, decreepermit, determination authorization, clearance, consent or award currently in effect or approval (zeach, a “Consent”) from any Governmental Authority; (c) conflict with with, violate, or result in a the breach by Seller or any of its Subsidiaries of any applicable Law; (d) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default under, require Seller or any of its Subsidiaries to obtain any consent, approval or action of, make any filing with or give any notice to any Person under, give rise to a any right of termination, cancellation termination or acceleration of any obligation or right to increase the loss of a benefit obligations or otherwise adversely modify the terms under, any Contract to which Seller or any of its Subsidiaries is a party or by which any of the assets or properties of Seller or any of its Subsidiaries is bound; (e) result in the creation of any Lien (other than any Permitted Lien or any Lien created by or through Purchaser) upon any of the properties or Transferred Assets, any of the assets of the Company Transferred Entities or any of its Subsidiaries underthe Purchased Companies Equity Interests; or (f) result in the loss or impairment of or payment of any additional amounts with respect to, require the consent of any loan other Person in respect of, Purchaser’s or credit agreementthe Transferred Entities’ right to own, noteuse, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or hold for use any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound Acquired Intellectual Property; except, in the case of clauses each of (yc), (d) and (z) abovee), as where such conflict, violation, breach, termination, default, requirement, acceleration, increase in obligations, adverse modification or creation of Lien, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (a) Assuming compliance with the items described in clauses (i) The executionthrough (iv) of Section 3.3(b), the execution and delivery and performance by such Seller of this Agreement by the Company do not and will of the Ancillary Agreements to which such Seller as of the Closing shall be a party shall not, as the case may be, performance by such Seller of its obligations hereunder and thereunder do not and shall not and the consummation by the Company of the transactions contemplated hereby, including hereby and thereby and the Merger, does not or will taking of any action contemplated to be taken by such Seller under this Agreement and the Ancillary Agreements to which such Seller as of the Closing shall be a party shall not (xi) conflict with or result in a violation pursuant to or breach of any provision of the terms, conditions or provisions of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Companysuch Seller, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) belowrequire consent under, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a material violation or material breach of, of or default under, (or give rise to a any material right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon Lien) (with or without the giving of notice, lapse of time, or both) under any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation material Contract to which the Company or any Subsidiary of the Company such Seller is a party or by which the Company its Assets are bound or (iii) result in a material violation or material breach of any Law applicable to such Seller or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptits material Assets, except in the case of clauses clause (yii) and or (z) aboveiii), as for breaches, violations, conflicts or defaults (or rights of termination, cancellation or acceleration or creation of Liens), which would not not, in the aggregate, reasonably be expected to have result in a Company Material Adverse Effectmaterial adverse effect on such Seller’s ability to perform its obligations hereunder. (iib) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) such filings, notices and consents under Permits and otherwise that such Seller is required to maintain in the Proxy Statement and ordinary course of business consistent with past practices, (ii) such reports all required filings, waivers, approvals, consents, authorizations and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items notices set forth above in clauses on Schedule 3.3(b) (A) through (E) collectively, the “Required Sellers Approvals”)) and the Acquired Company Consents, no consent(iii) such filings, approval, notice, order notices and consents which become applicable to such Seller as a result of the specific regulatory status of Buyer (or authorization of, any of its Affiliates) or registration, declaration as a result of any other facts that specifically relate to the business or filing with, activities in which Buyer (or any Governmental Entity, of its Affiliates) is necessary or required proposes to be obtained engaged or (iv) such filings, notices, and consents that if not made in connection with the execution and delivery of this Agreement by the Company, or received are not reasonably likely to be material to such Seller or prevent or materially delay the performance by the Company such Seller of its obligations hereunder under, or the consummation of the Merger and the other transactions contemplated herebyby, other than this Agreement or the Ancillary Agreements to which such items that Seller as of the failure Closing shall be a party, in connection with the execution, delivery and/or performance of this Agreement or the Ancillary Agreements to make or obtain, which such Seller as of the case may be, would not reasonably Closing shall be expected to materially delay a party by such Seller and/or the consummation of the Merger transactions contemplated hereby and thereby, such Seller shall not be required to make any filing with or result in give any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time notice to, or have a Company Material Adverse Effectto obtain any consent from, any Governmental Authority or any other Person.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by such Seller of this Agreement and each other agreement, instrument or document executed or to be executed by such Seller in connection with the Company Transactions to which such Seller is a party do not, and the performance by such Seller of its obligations hereunder and thereunder and the consummation by such Seller of the Transactions does not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not : (x) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (za) conflict with or result in a breach or violation of any provision of the Charter Documents of such Seller; (b) assuming all of the Company Consents have been properly obtained or made and subject to the release at Closing of any liens on the Company Interests held by EXCO securing its obligations under the EXCO Credit Facility, conflict with, violate or result in a breach or violation of any provision of, or constitute (with or without the giving of notice or the passage of time or both) a default under, or give rise (with or without the giving of notice or the passage of time or both) to a any right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement Contract or other instrument, permit instrument or obligation to which the Company or any Subsidiary of the Company such Seller is a party or by which such Seller or its Company Interests may be bound; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices disclosed on Schedule 3.3(c) (collectively, the “Seller Approvals”), the FCC filings required by Section 6.1(c) and the Company Consents have been properly obtained or made, (i) violate or result in a breach of any Subsidiary of the Company Law or their respective properties Order applicable to such Seller, or assets are (ii) require to be obtained or may be bound made any consent, waiver, order, approval, order or authorization of, or declaration, of, or notice to, or filing or registration with, any Person, including any Governmental Authority, under any Law or Order applicable to such Seller; except, in the case of clauses (yb) and (z) abovec), as for such conflicts, violations, breaches or defaults, or such failures to make or obtain consents, approvals, notices, filings or registrations which would not reasonably be expected to have result in a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, material adverse effect on the HSR Act; (B) ability of such Seller to consummate the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company Transactions or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of perform its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effecthereunder.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery by Parent and performance Merger Sub of this Agreement by and the Company Ancillary Agreements to which Parent and Merger Sub are a party do not and will not, as the case may be, and the consummation performance by Parent and Merger Sub of their obligations under this Agreement and the Company of the transactions contemplated hereby, including the Merger, does not or Ancillary Agreements to which Parent and Merger Sub are a party will not not: (xa) conflict with or result in a violation pursuant to or breach of any provision of the Charter Documents terms, conditions or any provision provisions of the organizational Organizational Documents of Parent and Merger Sub, except for any such violations or governing documents breaches which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on Parent’s and Merger Sub’s ability to perform their obligations hereunder; (b) be in violation of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, of or default under, (or give rise to a any right of termination, cancellation or acceleration acceleration) under (with or without the giving of any obligation or to notice, the loss lapse of a benefit undertime, or result both) any material Contract to which Parent or Merger Sub is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries underaggregate, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to result in a material adverse effect on Parent’s and Merger Sub’s ability to perform their obligations hereunder; or (c) assuming any filings, approvals or consents which may be required pursuant to the HSR Act (collectively, the “Parent’s Approvals”) and other notifications provided in the ordinary course of business have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to Parent or Merger Sub, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. material adverse effect on Parent’s and Merger Sub’s ability to perform their obligations hereunder or (ii) Except for (A) compliance require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, and filings underany Governmental Authority, the HSR Act; under any Applicable Law, other than (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (Cx) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company (y) such consents, approvals, notices, declarations, filings or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirementsregistrations which, if any, of state securities not made or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may beobtained, would not not, individually or in the aggregate, reasonably be expected to materially delay the consummation of the Merger or result in any a material restriction adverse effect on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectParent’s and Merger Sub’s ability to perform their obligations hereunder.

No Conflicts; Consents and Approvals. (ia) The executionCompany’s execution and delivery hereof does not, delivery and the Company’s performance of this Agreement by the Company do not its covenants and agreements hereunder will not, as the case may be, and the consummation by the Company of the transactions contemplated herebyhereby will not, including the Merger, does not or will not (xi) conflict with or result in a violation pursuant to any provision of violate the Charter Constituent Documents or any provision of the organizational or governing documents of any Subsidiary of the CompanyCompany Entity, (yii) subject to obtaining or making the consentsFilings and obtaining the Consents contemplated by Section 3.4(b) and obtaining the Company Stockholder Approval, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene violate any applicable Law or (iii) breach, result in the loss of any orderbenefit under, writbe a default (or an event that, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or without notice or lapse of time, or both, would be a default) under, result in a breach ofthe termination, cancellation or default under, amendment of or give rise to a right of termination, cancellation or acceleration of any obligation or to amendment under, accelerate the loss of a benefit underperformance required by, or result in the creation of any Lien upon on any of the respective properties or assets of the a Company or any of its Subsidiaries Entity under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation Contract to which the any Company or any Subsidiary of the Company Entity is a party or by which the any asset of a Company Entity is bound or any Subsidiary of the Company or their respective properties or assets are or may be bound affected, except, in the case of the foregoing clauses (yii) and (z) aboveiii), as would not reasonably be expected to have result in, individually or in the aggregate, a Company Material Adverse EffectEffect and would not reasonably be expected, individually or in the aggregate, to prevent, materially delay or materially impede the Company’s ability to consummate the First Merger or any of the other transactions contemplated hereby. (iib) Except for (A) compliance withThe Company’s execution and delivery hereof does not, the Company’s performance of its covenants and agreements hereunder will not, and filings underthe consummation of the transactions contemplated hereby will not, require any Company Entity to make any registration, declaration, notice, report, submission, application or other filing (each, a “Filing”) with or to, or to obtain any consent, approval, waiver, license, permit, franchise, authorization or Order (each, a “Consent”) of, any Governmental Authority, except for the HSR Act; following: (Bi) the filing with the SEC of (i) the Proxy Statement and Statement; (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the First Certificate of Merger and other appropriate merger documents required by the DGCL to be filed Second Certificate of Merger with the Secretary of State of the State of Delaware Delaware; (iii) the Filings required by the Exchange Act, the Securities Act and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; Nasdaq; (iv) the HSR Clearance and the Filings required by the HSR Act for the transactions contemplated hereby; (Ev) applicable requirements, if any, the Filings and the Consents listed in Section 3.4(b)(v) of state securities or “blue sky” Laws; the Company Disclosure Schedule (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”Specified Filings” and the “Specified Consents,” respectively), no consent, approval, notice, order ; and (vi) any other Filing with or authorization ofto, or registration, declaration or filing withother Consent of, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the CompanyAuthority, the performance by the Company failure of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure which to make or obtain, as the case may be, obtain would not reasonably be expected to materially delay result in, individually or in the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have aggregate, a Company Material Adverse EffectEffect and would not reasonably be expected, individually or in the aggregate, to prevent, materially delay or materially impede the Company’s ability to consummate the First Merger or any of the other transactions contemplated hereby.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery by Seller Parent and performance Seller of this Agreement by the Company do not and will does not, as the case may be, and the consummation performance by the Company Seller Parent and Seller of the transactions contemplated hereby, including the Merger, does not or their respective obligations under this Agreement will not not: (xa) conflict with or result in a violation pursuant to or breach of any provision of the Charter Documents terms, conditions or any provision provisions of the organizational Organizational Documents of Seller Parent or governing documents of any Subsidiary of the Company, Seller; (yb) subject to obtaining the receipt or making of the required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 4.03 (collectively, the “Seller Parent’s and Seller’s Approvals”), be in violation of or result in a breach of or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any material Contract to which Seller Parent or Seller is a party, except for any such violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, result in a material adverse effect on Seller Parent’s or Seller’s ability to perform its obligations hereunder; or (c) assuming all of the Seller Parent’s and Seller’s Approvals and other notifications provided in the ordinary course of business have been made, obtained or given (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to Seller or Seller Parent, except as would not, individually or in the aggregate, result in a material adverse effect on Seller’s or Seller Parent’s ability to perform its obligations hereunder or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than such consents, approvals, notices, ordersdeclarations, authorizationsfilings or registrations which, registrationsif not made or obtained, declarations and filings referred to would not, individually or in subparagraph (ii) belowthe aggregate, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, material adverse effect on Seller’s or default under, or give rise Seller Parent’s ability to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of perform its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effecthereunder.

No Conflicts; Consents and Approvals. Subject to receipt of the Consents, approvals and waivers, and the making of the filings and notifications, in each case listed in Section 3.03 of the Seller Disclosure Schedule none of (i) The executionthe execution and delivery by Seller or the Subsidiary Transferors, delivery and performance as applicable, of this Agreement and each Ancillary Agreement to which it is or will be a party, (ii) the consummation by Seller or such Subsidiary Transferors of the Company do not and will nottransactions contemplated hereby or thereby or (iii) the compliance by Seller or the Subsidiary Transferors with any of the provisions hereof or thereof, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not will: (xa) conflict with with, violate or result in a violation pursuant to the breach of any provision of the Charter Documents certificate of incorporation or by-laws or equivalent organizational documents of Seller or any provision of the organizational Subsidiary Transferor; (b) require Seller or governing documents of any Subsidiary Transferor to make any filing with, or obtain any Permit, authorization, clearance, consent or approval (each, a “Consent”) from any Governmental Authority, except as may be required (i) solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Company, (y) subject to obtaining Acquisition and the other transactions contemplated by this Agreement or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Ancillary Agreements or (ii) belowin order to prevent the termination of any right, contravene any Law privilege, license or any order, writ, judgment, injunction, decree, determination qualification of or award currently in effect affecting the Business or the Transferred Assets; (zc) conflict with or, violate, or result in a the breach of any Law applicable to Seller, any Subsidiary Transferor, the Business, or any of the Transferred Assets or by which Seller, any Subsidiary Transferor, the Business, or any of the Transferred Assets may be bound or affected; (d) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default under, require Seller or any Subsidiary Transferor to obtain any Consent or give rise any notice to a any Person pursuant to, give to any Person any right of termination, amendment, modification, acceleration or cancellation or acceleration of, allow the imposition of any obligation fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Seller, any Subsidiary Transferor or the loss of a benefit under, or Business under any Material Contract; or (e) result in the creation of any Lien (other than any Permitted Lien or any Lien created by or through Purchaser or this Agreement) upon any of the properties or assets of the Company or any of its Subsidiaries underTransferred Assets pursuant to, any loan or credit agreement, note, bond, mortgage, indenture, agreement, lease, license, Benefit Planpermit, contractfranchise, agreement instrument, obligation or other instrument, permit or obligation Contract to which the Company Seller or any Subsidiary of the Company Transferor is a party or by which the Company or Seller, any Subsidiary of Transferor, the Company Business or their respective properties or assets are or the Transferred Assets may be bound or affected; except, in the case of the foregoing clauses (yb), (c), (d) and (z) abovee), as would not reasonably be expected expected, individually or in the aggregate, to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The execution, execution and delivery and performance of this Agreement and the consummation of the transactions contemplated by the Company this Agreement do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (xi) violate, conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Companywith, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of any provision of, or constitute a default under, Wyndham's Restated Certificate of Incorporation, or give rise to Amended and Restated Bylaws; (ii) violate, or conflict with, or result in a right of termination, cancellation or acceleration breach of any obligation provision of, or constitute a default (or an event which, with the giving of notice or lapse of time or both, would become a default) under, or entitle any party to the loss of terminate, accelerate, modify or call a benefit default under, or result in the creation of any Lien lien or encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries Wyndham under, any loan of the terms, conditions or credit agreement, provisions of any note, bond, mortgage, indenture, leasedeed of trust, license, Benefit Plan, contract, agreement undertaking, agreement, lease or other instrument, permit instrument or obligation to which Wyndham is a party; (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Wyndham; or (iv) other than the Company Requisite Stockholder Approvals, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, required filings with the Securities and Exchange Commission (the "SEC") or pursuant to state securities or "blue sky" laws, the approval by the Amex of the shares of New Common Stock for listing upon notice of issuance and required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX XXX"), xxxxxre any action or consent or approval of, or review by, or registration or filing by Wyndham with, any third party or any Subsidiary of the Company is a party local, state or by which the Company federal court, arbitral tribunal, administrative agency or any Subsidiary of the Company commission or their respective properties other governmental or assets are regulatory body, agency, instrumentality or may be bound authority, except, in the case of clauses clause (yii), (iii) and or (z) aboveiv), as would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on Wyndham and its subsidiaries taken as a whole or the ability of Wyndham to perform its obligations hereunder and consummate the transactions contemplated hereby. (iib) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be The approvals required by Wyndham stockholders in connection with this Agreement and the transactions contemplated by this Agreement; hereby (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with "REQUISITE STOCKHOLDER APPROVALS") are (i) the execution and delivery adoption of this Agreement and the approval of the Merger by the Companyholders of a majority in voting power of the issued and outstanding shares of Class A Common Stock, Class B Common Stock and Series B Preferred Stock (voting on an as-converted basis) entitled to vote thereon, voting together as a single class (the performance "MERGER APPROVAL"), and (ii) the adoption of this Agreement and the approval of the Merger by the Company holders of its obligations hereunder at least two thirds of the issued and outstanding shares of Series B Preferred Stock entitled to vote thereon (the "SERIES B APPROVAL"). No other vote of the holders of any class or series of capital stock of Wyndham is required to approve or authorize this Agreement or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The executionExcept as set forth on Section 2.3(a) of the Disclosure Schedules, the execution and delivery and performance of this Agreement by the Company do not and will not, as the case may be, each Seller and the consummation by the Company performance of the transactions contemplated hereby, including the Merger, does not or each Seller’s obligations hereunder will not (x) conflict with or result in a (i) any breach or violation pursuant to of, or any conflict with, in any material respect, any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Companysuch Seller’s Organizational Documents, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law breach or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, violation of or default under, in each case in any material respect, any Law, statute, regulation, judgment, order, decree, license or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company other Permit or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, licenseagreement, Benefit Plandeed of trust, contract, agreement indenture or any other instrument, permit or obligation instrument to which the Company or any Subsidiary of the Company such Seller is a party or by which the Company it or any Subsidiary of the Company or their respective its properties or assets are bound or may be bound except(iii) the creation or imposition of any Liens on such Seller’s Company Interests, except for any legend reflecting only the limitations set forth in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse EffectSection 4.5. (iib) Except for (Aas set forth on Section 2.3(b) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”)Disclosure Schedules, no consent, notice, approval, noticewaiver, authorization or other order or authorization of, or registration, declaration or filing with, any Governmental Entity, Authority is necessary required on the part of or required with respect to be obtained or made any Seller in connection with the such Seller’s execution and delivery of this Agreement by the CompanyAgreement, the performance by the Company of its obligations hereunder or the consummation of the Merger transactions contemplated herein or the performance of such Seller’s obligations hereunder or to allow any of the Companies or any of the Company Subsidiaries to operate the Business after the Closing in the manner operated by the Companies and the Company Subsidiaries in the ordinary course of business consistent with past practice prior to the Closing. (c) Except as set forth on Section 2.3(c) of the Disclosure Schedules, no material consent, notice, approval, waiver, authorization or other transactions contemplated herebyorder of, other than or registration, declaration or filing with, any third party is required on the part of or with respect to any Seller in connection with such items that the failure to make or obtainSeller’s execution and delivery of this Agreement, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger transactions contemplated herein or result in the performance of such Seller’s obligations hereunder. (d) Except as set forth on Section 2.3(d) of the Disclosure Schedules, no consent, notice, approval, waiver, authorization or other order of, or registration, declaration or filing with, any material restriction third party is required on the conduct part of or with respect to any Seller to allow any of the Companies or any of the Company Subsidiaries to operate the Business after the Closing in the manner operated by the Surviving Corporation after Companies and the Effective Time or have a Company Material Adverse EffectSubsidiaries in the ordinary course of business consistent with past practices prior to the Closing.

No Conflicts; Consents and Approvals. Subject to (ix) The executionreceipt of the consents, approvals and waivers, and the making of the filings and notifications, in each case listed in Section 3.03 of the Seller Disclosure Letter, (y) compliance with any requirements of the HSR Act and applicable Review Laws and (z) the filing by Seller of reports under the Exchange Act and as contemplated by the rules of the New York Stock Exchange, none of (1) the execution and delivery and performance by Seller of this Agreement and by Seller and its Subsidiaries of each Ancillary Agreement to which it is or will be a party, (2) the Company do not and will notconsummation by Seller or each such Subsidiary Transferor, of the transactions contemplated hereby or thereby or (3) the compliance by Seller with any of the provisions hereof or thereof, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not will: (xa) conflict with with, violate or result in a violation pursuant to the breach of, any provision of the Charter Documents certificate of incorporation or by-laws or other organizational documents of Seller or any provision of the organizational or governing documents of any Subsidiary of the Company, its Subsidiaries; (yb) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law require Seller or any orderof its Subsidiaries to make any material registration, writdeclaration or filing with, judgmentor obtain any material license, injunctionwaiver, decreepermit, determination authorization, clearance, consent or award currently in effect or approval (zeach, a “Consent”) from any Governmental Authority; (c) conflict with with, violate, or result in a the breach by Seller or any of its Subsidiaries of any applicable Law; (d) conflict with, violate, result in the breach or termination of, or constitute (with or without notice or lapse of time or both) a default under, require Seller or any of its Subsidiaries to obtain any consent, approval or action of, make any filing with or give any notice to any Person under, give rise to a any right of termination, cancellation termination or acceleration or otherwise adversely modify the terms, under any Material Contract or Real Property Lease to which Seller or any of its Subsidiaries is a party or by which any obligation of the assets or to the loss properties of a benefit under, Seller or any of its Subsidiaries is bound; or (e) result in the creation of any Lien (other than any Permitted Lien or any Lien created by or through Purchaser) upon any of the properties or Transferred Assets, any of the assets of the Company Transferred Entities (after giving effect to the Pre-Closing Restructuring) or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound Battery Companies Equity Interests; except, in the case of clauses each of (yb), (c), (d) and (z) abovee), as where such conflict, violation, breach, termination, default, requirement, acceleration, increase in obligations, adverse modification or creation of Lien, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The execution, delivery and performance by each of the Parent and the Sub of this Agreement by and the Company other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (xwith or without the giving of notice, the lapse of time, or both) conflict with with, or result in a any violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default require any Consent under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties properties, assets or assets rights of the Company Parent or the Sub under (i) assuming compliance with the matters referred to in Section 4.2(b), any Applicable Law applicable to the Parent or the Sub or any of its Subsidiaries underthe properties, assets or rights of the Parent or the Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation Contract to which the Company Parent or any Subsidiary of the Company Sub is a party or by which the Company Parent or the Sub or any Subsidiary of their properties, assets or rights is bound or affected (iii) any Organizational Documents of the Company Parent or their respective properties or assets are or may be bound exceptthe Sub, except in the case of clauses (yi) and (zii) above, as for any such violation, breach or approval which would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, materially impair the HSR Act; (B) ability of the filing with Parent or the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and Sub to consummate the transactions contemplated by this Agreement; . (Cb) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any No Governmental Entity, Approval is necessary or required to be obtained or made by or with respect to the Parent or the Sub in connection with the execution and delivery of this Agreement by and the Company, the performance by the Company of its obligations hereunder other Transaction Documents or the consummation of the Merger and the other transactions contemplated herebyhereby or thereby except (i) filings required with respect to the HSR Act, other than such items that (ii) filings, notices and approvals required pursuant to Section 4151.211 of the Texas Insurance Code and (iii) where the failure to make or obtain, as the case may be, do so would not reasonably be expected to materially delay impair the consummation ability of the Merger Parent or result in any material restriction on the conduct of Sub to consummate the Business transactions contemplated by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effectthis Agreement.

No Conflicts; Consents and Approvals. (a) The execution and delivery of, and the performance by each of Parent, the Stock Sellers and the Business Sellers of their respective obligations under this Agreement and all Ancillary Documents to which it is or will be a party will not result in: (i) The execution, delivery and performance of this Agreement by the Company do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (x) Any conflict with Parent’s, Stock Seller’s or result in a violation pursuant to any provision Business Seller’s articles of the Charter Documents association, certificate of incorporation, by-laws or any provision of the organizational or governing documents of any Subsidiary of the Company, other comparable constitutional document; (yii) subject Subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings approvals or authorizations referred to in subparagraph (iiSection 4.2(b) below, contravene any Law breach or violation of or default under any orderlaw, writregulation, judgment, injunctionorder or Permit (as defined in Section 4.13) or any agreement or other instrument to which Parent, decree, determination the Stock Seller or award currently in effect Business Seller is party or by which it or its Assets are bound; or (ziii) conflict with The creation or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration imposition of any obligation liens, security interests, adverse claims, charges or to the loss of a benefit under, or result in the creation of any Lien encumbrances (“Liens”) upon any of the properties and Assets of Parent, any Stock Seller or assets any Business Seller other than Liens created by or resulting from the actions or omissions of the Company Purchaser or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptSubsidiaries; Except for, in the case of clauses (yii) and (ziii) above, as such breaches, violations, defaults, and Liens that would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (iib) Except for (A) compliance withNo consent, and filings underapproval or authorization of or filing with any third party or any Governmental Authority is required on the part of any of Parent, the HSR Act; (B) Stock Sellers or the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made Business Sellers in connection with the execution and delivery of this Agreement by and the Company, the performance by the Company of its obligations hereunder Ancillary Documents or the consummation of the Merger and the other transactions contemplated herebyhereby or thereby, other than such items except (i) as set forth in Schedule 4.2(b), or (ii) for defaults of consent, approval, authorization or filings that would not, individually or in the failure to make or obtainaggregate, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (i) The executionExcept as set forth on Schedule 3.04, the execution and delivery and performance by Seller of this Agreement by and the Company Ancillary Agreements to which Seller is a party do not and will not, as the case may be, and the consummation performance by the Company Seller of the transactions contemplated hereby, including the Merger, does not or its obligations hereunder and thereunder will not not: (xa) conflict with or result in a violation pursuant or breach of any of the terms, conditions or provisions of the Organizational Documents of Seller or the Company; (b) violate or result in a breach of or default (or give rise to any right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any material contract to which Seller is a party, or any Material Contract to which the Company is a party, other than (i) approvals required as a result of the business activities of Purchaser and its Affiliates, or (ii) such violations or defaults (or rights of termination, cancellation or acceleration) that would not reasonably be expected to result in a material adverse effect on Seller's ability to perform its obligations under this Agreement (in the case of material contracts to which Seller is a party) or be material to the Company (in the case of any Material Contract to which the Company is a party); (c) conflict with, violate or breach any term or provision of any Applicable Law applicable to Seller or the Charter Documents Company, other than such conflicts, violations or any provision breaches that would not reasonably be expected to result in a material adverse effect on Seller's ability to perform its obligations under this Agreement (in the case of Seller) or be material to the organizational or governing documents of any Subsidiary Company (in the case of the Company); or (d) other than such filings as may be required under the HSR Act, require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (yi) subject to obtaining or making the such consents, approvals, notices, ordersdeclarations, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirementsregistrations that, if any, of state securities not made or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may beobtained, would not reasonably be expected to materially delay result in a material adverse effect on Seller's ability to perform its obligations under this Agreement (in the consummation case of such matters applicable to Seller) or be material to the Company (in the case of such matters applicable to the Company) and (ii) such approvals required as a result of the Merger or result in any material restriction on the conduct business activities of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectPurchaser and its Affiliates.

No Conflicts; Consents and Approvals. (ia) The execution, Neither the execution or delivery and performance of this Agreement by the Company do not and will notof, as or performance of the case may beCompany's obligations under, and this Agreement or any of the other Transaction Agreements nor the consummation by the Company of any of the transactions contemplated hereby, including the Merger, does not or Transactions will not (xi) conflict with or result in a violation pursuant to violate any provision of the Charter Documents articles of incorporation or by-laws of the Company or any provision Organizational Document of any of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Subsidiaries; (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation acceleration of, create in any party any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any material Contractual Obligation or any Requirement of Law material to the operation of the Company or any of the Subsidiaries or any of their respective properties and assets; (iii) result in the imposition of any material Lien upon any of the properties or assets of the Company or any of its Subsidiaries underthe Subsidiaries, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which (iv) result in the Company or any Subsidiary being required to redeem, repurchase or otherwise acquire any outstanding equity or debt interests, securities or obligations in the Company or any of the Subsidiaries or any options or other rights exercisable for any of same, or (v) cause the accelerated vesting of any Employee Stock Options, Restricted Stock Awards or RSU Awards. (b) Neither the Company nor any of the Subsidiaries is a party required to obtain any consent, authorization or by which approval of, or make any filing, notification or registration with, any Governmental Authority or any self regulatory organization in order for the Company to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Agreements and to consummate the Transactions ("Company Approvals"), except for (i) filings required to be made with the SEC after the date hereof, (ii) applicable Blue Sky filings required to be made after the date hereof and (iii) Company Approvals that have been obtained or made prior to the date hereof and are as of the date hereof, and will be as of the Closing Date, in full force and effect. (c) No Contractual Consents are required to be obtained under any material Contractual Obligation applicable to the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) and (z) above, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and or delivery of this Agreement by the Company, the performance by the Company of, or performance of its the Company's obligations hereunder under, the Transaction Agreements or the consummation of any of the Merger Transactions which if not obtained would constitute a material default under such Contractual Obligation, modify the terms of such Contractual Obligation in a manner materially adverse to the Company or permit any party to terminate such Contractual Obligation ("Company Contractual Consents"), except for Company Contractual Consents that have been obtained prior to the date hereof and are as of the date hereof, and will be as of the Closing Date, in full force and effect. (d) No court or other Governmental Authority having jurisdiction over the Company or any of the Subsidiaries has instituted, enacted, issued, promulgated, enforced or entered any Requirement of Law (whether temporary, preliminary or permanent) that is in effect and that (i) has the effect of making illegal or otherwise prohibiting or invalidating consummation of any of the Transactions or any provision of any of the Transaction Agreements or (ii) seeks to restrain, prohibit or invalidate the consummation of any of the Transactions or to invalidate any provision of any of the Transaction Agreements. (e) The Company and the other transactions contemplated herebyparties to the Credit Agreement have entered into an amendment to the Credit Agreement, other than such items an accurate and complete copy of which has been provided to MRC, providing that (i) neither the failure to make execution or obtaindelivery by the Company of, as or performance of the case may beCompany's obligations under, would not reasonably be expected to materially delay the Transaction Agreements nor the consummation of any of the Merger or Transactions will result in a breach of, constitute (with or without due notice or lapse of time or both) a "Default" or "Event of Default" under, the Credit Agreement or give any material restriction party a right to accelerate the Credit Agreement Debt and (ii) the Company shall not be required, on the conduct account of the Business by Closing, to apply any portion of the Surviving Corporation after Purchase Price to the Effective Time or have a Company Material Adverse Effectmandatory prepayment of any Debt arising under the Credit Agreement.

No Conflicts; Consents and Approvals. (ia) The execution, delivery and or performance of this Agreement by the Company do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including Transaction Documents to which it is a party and the Merger, does not or consummation of the Transactions will not (xa) conflict with or result in a violation pursuant to violate any provision of the Charter Documents Memorandum of Association or Articles of Association of the Company or any provision of the organizational or governing documents Organizational Document of any Subsidiary of the Company, its Subsidiaries; (yb) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation acceleration of, create in any Person any right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contractual Obligation or any Law applicable to the Company or any of its Subsidiaries or any of their respective properties and assets; (c) result in the imposition of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries underSubsidiaries, (d) result in the Company being required to redeem, repurchase or otherwise acquire any loan outstanding equity or credit agreementdebt interests, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement securities or other instrument, permit or obligation to which obligations of the Company or any Subsidiary of its Subsidiaries or any options or other rights exercisable for any of same or (e) cause the Company is a party accelerated vesting of any Employee Share Options or by which other employee benefits or result in any obligations on the part of the Company or any Subsidiary of its Subsidiaries to pay any additional severance benefits upon the termination of the Company or their respective properties or assets are or may be bound exceptemployment of any employee thereof, except in the case of clauses (yb) and or (z) abovec), as to the extent it does not or would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. (iib) Except for (Aas set forth in Section 3.5(b) compliance with, and filings underof the Disclosure Schedule, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be Company is not required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) obtain any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order authorization or authorization approval of, or registrationmake any filing, declaration notification or filing registration with, any Governmental EntityAuthority or any self regulatory organization in order for the Company to execute, deliver and perform any Transaction Document to which it is necessary a party or to consummate any of the Transactions (“Company Approvals”). (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule, no Contractual Consents are required to be obtained under any Contractual Obligation applicable to the Company or made any of its Subsidiaries in connection with the execution and execution, delivery of this Agreement by the Company, the or performance by the Company of its obligations hereunder any Transaction Document to which it is a party or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation any of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Transactions (“Company Material Adverse EffectContractual Consents”).

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by Seller of this Agreement do not, the performance by the Company do not and Seller of its obligations hereunder will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or hereby will not not: (xa) conflict with or result in a violation pursuant to or breach of any provision of the terms, conditions or provisions of the Charter Documents of Seller or any provision of the organizational or governing documents of any Subsidiary of Parent Company; (b) assuming the Companyfilings, (y) subject to obtaining or making the consentswaivers, approvals, noticesconsents, ordersauthorizations and notices set forth on Schedule 3.3(b), authorizationswhich items are intended to be the necessary filings, registrationswaivers, declarations approvals, consents, authorizations and filings referred notices with respect to in subparagraph (ii) below, contravene any Law material Contracts to which Seller or any orderParent Company is a party (the “Parent Company Consents”), writthe Seller Approvals, judgmentand the Company Consents have been made, injunctionobtained or given, decreeas applicable, determination or award currently be in effect or (z) conflict with violation of or result in a breach of, or default under, (or give rise to a any right of termination, cancellation or acceleration of acceleration) under any obligation or material Contract to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company which Seller or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Parent Company is a party party, except for any such violations or by which the Company defaults (or any Subsidiary rights of the Company termination, cancellation or their respective properties or assets are or may be bound exceptacceleration) that would not, in the case of clauses (y) and (z) aboveaggregate, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay adversely affect Seller’s ability to perform its obligations hereunder or to consummate the consummation transactions contemplated hereby within the time period referenced in Section 2.3(b); and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.3(c), which items are intended to be the necessary filings, waivers, approvals, consents, authorizations and notices with regard to any Law applicable to Seller, the Parent Companies or the material Purchased Assets or to consents or approvals of any Governmental Authority under any applicable Law (the Merger “Seller Approvals”), the Parent Company Consents and the Company Consents have been made, obtained or result given, as applicable, (i) conflict with, violate or breach, in each case in any material restriction on respect, any term or provision of any Law applicable to Seller, the conduct Parent Companies or its or their Assets or (ii) require any consent or approval of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse Effectany Governmental Authority under any Law.

No Conflicts; Consents and Approvals. (ia) The execution, delivery and performance by the Company of this Agreement by and the Company other Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (xwith or without the giving of notice, the lapse of time, or both) conflict with with, or result in a any violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, require any Consent under or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries underCompany Subsidiary under (i) assuming compliance with the matters referred to in Section 4.4(b), any loan Applicable Law applicable to the Company, any of the Company Subsidiaries or credit agreementany of their respective properties or assets, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation (ii) any Material Contract to which the Company or any Subsidiary of the Company Subsidiaries is a party or by which any of them or their properties or assets is bound or affected or (iii) any Organizational Documents of the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptSubsidiaries, except in the case of clauses (yi) and (zii) above, as for any such violation, breach or approval which would not reasonably be expected to have materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or to otherwise have, individually or in the aggregate, a Company Material Adverse Effect. (iib) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any No Governmental Entity, Approval is necessary or required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement by and the Company, the performance by the Company of its obligations hereunder other Transaction Documents or the consummation of the Merger and the other transactions contemplated herebyhereby or thereby, other than such items that the failure except (i) any Governmental Approvals required to make be obtained or obtainmade, as the case may be, as a result of any legal or regulatory status of, or other facts pertaining specifically to, the Parent, the Sub or any of their respective Affiliates, (ii) filings required with respect to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "XXX Xxx"), xxd (iii) where the failure to do so would not reasonably be expected to materially delay impair the consummation ability of the Merger Company to consummate the transactions contemplated by this Agreement or result to otherwise have, individually or in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have aggregate, a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The executionAssuming the accuracy of the representations and warranties set forth in Section 4.10, the Company’s execution and delivery and performance of this Agreement by the Company do not and will hereof does not, as the case may be, and the Company’s performance of its covenants and agreements hereunder and the consummation by the Company of the transactions contemplated herebyhereby will not, including the Merger, does not or will not (xi) conflict with or result in a violation pursuant to any provision of violate the Charter Constituent Documents or any provision of the organizational or governing documents of any Subsidiary of the CompanyCompany Entity, (yii) subject to obtaining or making the consentsFilings and obtaining the Consents contemplated by Section 3.5(b) and obtaining the Company Stockholder Approval, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene violate any applicable Law or (iii) breach, result in the loss of any orderbenefit under, writbe a default (or an event that, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or without notice or lapse of time, or both, would be a default) under, result in a breach ofthe termination, cancellation or default under, amendment of or give rise to a right of termination, cancellation or acceleration amendment under (with or without notice or lapse of any obligation time, or to both), accelerate the loss of a benefit underperformance required by, or result in the creation of any Lien upon on any of the respective properties or assets of the a Company or any of its Subsidiaries Entity under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation Contract to which the any Company or any Subsidiary of the Company Entity is a party or by which the any asset of a Company Entity is bound or affected or any Subsidiary Permit applicable to the businesses of the Company or their respective properties or assets are or may be bound Entities, except, in the case of the foregoing clauses (yii) and (z) aboveiii), as would not reasonably be expected to have result in, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company’s execution and delivery hereof does not, and the Company’s performance of its covenants and agreements hereunder and the consummation of the transactions contemplated hereby will not, require any Company Entity to make any registration, declaration, notice, report, submission, application or other filing (each, a “Filing”) with or to, or to obtain any consent, approval, waiver, license, permit, franchise, authorization or Order (each, “Consent”) of, any Governmental Authority, except for (i) the HSR Clearance and the Filings required by the HSR Act for the transactions contemplated hereby, (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing Filing with the SEC of (i) the Proxy Statement in preliminary and (ii) definitive form in accordance with the Exchange Act and such other reports under and such other documents under compliance with the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; hereby, (Ciii) the filing Filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; Delaware, (Div) any filings other Filings required by the Exchange Act, the Securities Act and approvals pursuant to the rules and regulations of the NASDAQ; Nasdaq, (v) compliance with the applicable requirements under the National Industrial Security Program Operating Manual and supplements, amendments and revisions thereof (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required ApprovalsNISPOM”), no consent(vi) compliance with the applicable requirements under Title 22, approvalSection 122.4 of the International Traffic in Arms Regulations (the “ITAR”), notice(vii) compliance with the applicable requirements of the U.S. Federal Acquisition Regulation (“FAR”), order and together with the Department of Defense Federal Acquisition Regulation Supplement and the other agency acquisition regulations that implement or authorization ofsupplement the FAR (the “FAR System”) and (viii) any other Filing with or to, or registration, declaration or filing withother Consent of, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the CompanyAuthority, the performance by the Company failure of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure which to make or obtain, as the case may be, obtain would not reasonably be expected to materially delay result in, individually or in the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have aggregate, a Company Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The execution, execution and delivery and performance of this Agreement and the Related Agreements by the Company Purchasers do not and will not, as the case may be, and the consummation by the Company Purchasers of the transactions contemplated hereby, including the Merger, does not or Sale will not not: (xi) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision provisions of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Purchasers; (ii) belowviolate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b) of the Purchasers Disclosure Letter); (iii) result, contravene after the giving of notice, with lapse of time or otherwise, in any Law violation, default or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in permit the creation acceleration or termination of any Lien upon obligation under or require any consent under or require any offer to purchase or prepayment of the properties any Indebtedness or assets of the Company or any of its Subsidiaries Liability under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit permit, concession, grant, franchise, license or obligation other Contract to which the Company or any Subsidiary of the Company is Purchasers are a party or by which the Company Purchasers or their Subsidiaries or any Subsidiary of their assets or properties may be bound; (iv) result in the Company creation or their respective imposition of any Lien (other than Permitted Liens) upon any properties or assets are of Purchasers or may be bound except, their Subsidiaries; or (v) cause the suspension or revocation of any material Permit of Purchasers or their Subsidiaries; except in the case of clauses (yii), (iii), (iv) and (z) abovev), as would not reasonably be expected to have a Company Purchaser Material Adverse Effect. (iib) Except for (A) compliance withNo clearance, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, noticeorder, order license or authorization of, or registrationdeclaration, declaration registration or filing with, or notice to, or permit issued by, any Governmental Entity, Authority is necessary or required to be made or obtained or made by Purchasers in connection with the execution and or delivery of this Agreement or any Related Agreement by the Company, the performance by the Company of its obligations hereunder Purchasers or the consummation by Purchasers of the Merger Sale, except for (i) any clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit set forth in Section 5.3(b) of the Purchasers Disclosure Letter and the other transactions contemplated hereby(ii) any such clearance, other than such items that consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain, as the case may be, obtain would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Purchaser Material Adverse Effect.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by Seller Parent of this Agreement by the Company do not and the performance by Seller Parent of its obligations under this Agreement will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not : (xa) conflict with or result in a violation pursuant or breach of any of the terms, conditions or provisions of the Organizational Documents of the Company or any of the Company Subsidiaries; (b) subject to the receipt or making of the filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.03 (collectively, the “Company’s Approvals”), be in violation of or result in a breach of or default (or give rise to any provision right of termination, cancellation or acceleration) under (with or without the giving of notice, the lapse of time, or both) any material Contract to which the Company or any of the Charter Documents Company Subsidiaries is a party, except for (i) any such violations or any provision defaults (or rights of the organizational termination, cancellation or governing documents of any Subsidiary of acceleration) which would not have a material adverse impact on the Company, the Company Subsidiaries, their respective ability to develop the Projects, or the transactions contemplated hereby and (yii) subject approvals required as a result of the business activities of Buyer and its Affiliates; or (c) (i) conflict with, violate or breach any term or provision of any Applicable Law applicable to obtaining the Company or making any of the Company Subsidiaries, except as would not be material or (ii) require any consent or approval of any Governmental Authority, or notice to, or declaration, filing or registration with, any Governmental Authority, under any Applicable Law, other than (x) such consents, approvals, notices, ordersdeclarations, authorizationsfilings or registrations which, registrationsif not made or obtained, declarations and filings referred would not have a material adverse impact on the Company, the Company Subsidiaries, their respective ability to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach ofdevelop the Projects, or default underthe transactions contemplated hereby, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, in the case of clauses (y) the Company Approvals and (z) above, such approvals required as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing result of the Certificate business activities of Merger Buyer and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Material Adverse EffectAffiliates.

No Conflicts; Consents and Approvals. (a) Assuming compliance with the items described in clauses (i) The executionthrough (iv) of Section 4.2(b), the execution and delivery and performance by such Seller of this Agreement by the Company do not and will of the Ancillary Agreements to which such Seller as of the Closing shall be a party shall not, as the case may be, performance by such Seller of its obligations hereunder and thereunder do not and shall not and the consummation by the Company of the transactions contemplated hereby, including hereby and thereby and the Merger, does not taking of any action contemplated to be taken by such Seller and each Acquired Company hereunder and under the Ancillary Agreements to which such Seller or will Acquired Company as of the Closing shall be a party shall not (xi) conflict with or result in a violation pursuant to or breach of any provision of the terms, conditions or provisions of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Acquired Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a violation or a breach of, of or default under, (or give rise to a any right of termination, cancellation or acceleration acceleration) (with or without the giving of any obligation or to the loss notice, lapse of a benefit undertime, or both) under any Material Contract, (iii) result in the imposition or creation of any Lien upon Lien, other than Permitted Liens, on any Purchased Assets, or (iv) result in a violation or breach of the properties or assets of the any Law applicable to such Acquired Company or any of its Subsidiaries underrespective Purchased Assets, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound except, except in the case of clauses clause (yii), (iii) and or (z) aboveiv), as for breaches, violations, conflicts, Liens or defaults (or rights of termination, cancellation or acceleration), which would not not, in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. (iib) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) such filings, notices and consents under Permits and otherwise that any Acquired Company is required to maintain in the Proxy Statement and ordinary course of business consistent with past practice, (ii) such reports all required filings, waivers, approvals, consents, authorizations and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items notices set forth above in clauses on Schedule 4.2(b) (A) through (E) collectively, the “Required Acquired Company Consents”) and the Sellers Approvals”), no consent(iii) such filings, approval, notice, order or authorization of, or registration, declaration or filing withnotices and consents which become applicable to any Seller, any Governmental Entity, Acquired Company or as a result of the specific regulatory status of Buyer (or any of its Affiliates) or as a result of any other facts that specifically relate to the business or activities in which Buyer (or any of its Affiliates) is necessary or required proposes to be obtained engaged or (iv) such filings, notices and consents that if not made in connection with or received are not reasonably likely to be material to the execution and delivery of this Agreement by the Company, Acquired Companies or prevent or materially delay the performance by the Company Sellers of its their obligations hereunder under, or the consummation of the Merger and the other transactions contemplated herebyby, other than this Agreement or the Ancillary Agreements to which such items that Seller as of the failure Closing shall be a party, in connection with the execution, delivery and/or performance of this Agreement or the Ancillary Agreements to make or obtain, which such Seller as of the case may be, would not reasonably Closing will be expected to materially delay a party by such Seller and/or the consummation of the Merger transactions contemplated hereby and thereby, no Acquired Company shall be required to make any filing with or result in give any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time notice to, or have a Company Material Adverse Effectto obtain any consent from, any Governmental Authority or any other Person.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by Seller of this Agreement by and the Company Ancillary Agreements to which Seller is a party do not and will not, as the case may be, and the consummation performance by Seller of its obligations under this Agreement and the Ancillary Agreements to which Seller is a party and the taking of any action contemplated to be taken by any Parent Company of the transactions contemplated hereby, including the Merger, does not hereunder or thereunder will not not: (xa) conflict with or result in a violation pursuant to or breach of any provision of the Charter Documents terms, conditions or any provision provisions of the organizational Organizational Documents of Seller or governing documents of any Subsidiary such Parent Company; (b) assuming all of the CompanyCompany Consents have been obtained, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to be in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with violation of or result in a breach of, of or default under, (or give rise to a any right of termination, cancellation or acceleration acceleration) under (with or without the giving of any obligation or to notice, the loss lapse of a benefit undertime, or result in the creation of both) any Lien upon material Contract to which Seller, any of the properties or assets of the Non-Company Affiliate or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Parent Company is a party party, except for any such violations or by defaults (or rights of termination, cancellation or acceleration) which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptwould not, in the case aggregate, reasonably be expected to result in a material adverse effect on Seller’s ability to perform its obligations hereunder or on any Parent Company’s ability to take the actions contemplated to be taken by such Parent Company hereunder; and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.3(c) (collectively, the “Seller Approvals”), Company Consents and other notifications provided in the ordinary course of clauses business have been made, obtained or given, (yi) and (z) aboveconflict with, violate or breach any term or provision of any Law applicable to Seller or the Parent Companies, except as would not reasonably be expected to have result in a material adverse effect on Seller’s ability to perform its obligations hereunder or on any Parent Company’s ability to take the actions contemplated to be taken by such Parent Company Material Adverse Effect. hereunder or (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC require any consent or approval of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization ofGovernmental Authority, or registrationnotice to, declaration or declaration, filing or registration with, any Governmental EntityAuthority, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated herebyunder any applicable Law, other than such items that the failure to make consents, approvals, notices, declarations, filings or obtainregistrations which, as the case may beif not made or obtained, would not reasonably be expected to materially delay the consummation of the Merger or result in a material adverse effect on Seller’s ability to perform its obligations hereunder or on any material restriction on Parent Company’s ability to take the conduct of the Business actions contemplated to be taken by the Surviving Corporation after the Effective Time or have a such Parent Company Material Adverse Effecthereunder.

No Conflicts; Consents and Approvals. (ia) The execution, execution and delivery and performance of this Agreement and the Related Agreements by the Company Purchasers do not and will not, as the case may be, and the consummation by the Company Purchasers of the transactions contemplated hereby, including the Merger, does not or Sale will not not: (xi) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision provisions of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Purchasers; (ii) belowviolate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b) of the Purchasers Disclosure Letter); (iii) result, contravene after the giving of notice, with lapse of time or otherwise, in any Law violation, default or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in permit the creation acceleration or termination of any Lien upon obligation under or require any consent under or require any offer to purchase or prepayment of the properties any Indebtedness or assets of the Company or any of its Subsidiaries Liability under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit permit, concession, grant, franchise, license or obligation other Contract to which the Company or any Subsidiary of the Company is Purchasers are a party or by which the Company Purchasers or their Subsidiaries or any Subsidiary of their assets or properties may be bound; (iv) result in the Company creation or their respective imposition of any Lien (other than Permitted Liens) upon any properties or assets are of Purchasers or may be bound except, their Subsidiaries; or (v) cause the suspension or revocation of any material Permit of Purchasers or their Subsidiaries; except in the case of clauses (yii), (iii), (iv) and (z) abovev), as would not reasonably be expected to have a Company Purchaser Material Adverse Effect. (iib) Except for (A) compliance withNo clearance, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, noticeorder, order license or authorization of, or registrationdeclaration, declaration registration or filing with, or notice to, or permit issued by, any Governmental Entity, Authority is necessary or required to be made or obtained or made by Purchasers in connection with the execution and or delivery of this Agreement or any Related Agreement by the Company, the performance by the Company of its obligations hereunder Purchasers or the consummation by Purchasers of the Merger Sale, except for (i) any clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit set forth in Section 5.3(b) of the Purchasers Disclosure Letter and the other transactions contemplated hereby(ii) any such clearance, other than such items that consent, approval, order, license, 37 authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain, as the case may be, obtain would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Purchaser Material Adverse Effect.

No Conflicts; Consents and Approvals. (ia) The execution, execution and delivery and performance of this Agreement and the Related Agreements by the Company do not and will Purchaser does not, as the case may be, and the consummation by the Company Purchaser of the transactions contemplated hereby, including the Merger, does not or Sale will not not: (xi) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision provisions of the organizational or governing documents of any Subsidiary of the Company, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph Purchaser; (ii) belowviolate any applicable Law (assuming compliance with the matters set forth in Section 5.3(b) of the Purchaser Disclosure Letter); (iii) result, contravene after the giving of notice, with lapse of time or otherwise, in any Law violation, default or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in permit the creation acceleration or termination of any Lien upon obligation under or require any consent under or require any offer to purchase or prepayment of the properties any Indebtedness or assets of the Company or any of its Subsidiaries Liability under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit permit, concession, grant, franchise, license or obligation other Contract to which the Company or any Subsidiary of the Company 38 Purchaser is a party or by which the Company Purchaser or its Subsidiaries or any Subsidiary of their assets or properties may be bound; (iv) result in the Company creation or their respective imposition of any Lien (other than Permitted Liens) upon any properties or assets are of Purchaser or may be bound except, its Subsidiaries; or (v) cause the suspension or revocation of any material Permit of Purchaser or its Subsidiaries; except in the case of clauses (yii), (iii), (iv) and (z) abovev), as would not reasonably be expected to have a Company Purchaser Material Adverse Effect. (iib) Except for (A) compliance withNo clearance, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, noticeorder, order license or authorization of, or registrationdeclaration, declaration registration or filing with, or notice to, or permit issued by, any Governmental Entity, Authority is necessary or required to be made or obtained or made by Purchaser in connection with the execution and or delivery of this Agreement or any Related Agreement by the Company, the performance by the Company of its obligations hereunder Purchaser or the consummation by Purchaser of the Merger Sale, except for (i) any clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit set forth in Section 5.3(b) of the Purchaser Disclosure Letter and the other transactions contemplated hereby(ii) any such clearance, other than such items that consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure of which to make or obtain, as the case may be, obtain would not reasonably be expected to materially delay the consummation of the Merger or result in any material restriction on the conduct of the Business by the Surviving Corporation after the Effective Time or have a Company Purchaser Material Adverse Effect.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by Seller of this Agreement do not, the performance by the Company do not and Seller of its obligations hereunder will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or hereby will not not: (xa) conflict with or result in a violation pursuant to or breach of any provision of the terms, conditions or provisions of the Charter Documents or any provision of Seller; (b) assuming the organizational or governing documents of any Subsidiary of the Companyfilings, (y) subject to obtaining or making the consentswaivers, approvals, noticesconsents, ordersauthorizations and notices set forth on Schedule 3.3(b), authorizationswhich items are intended to be the necessary filings, registrationswaivers, declarations approvals, consents, authorizations and filings referred notices with respect to material Contracts to which Seller is a party (the “Seller Consents”), the Seller Approvals and the Newington Consents have been made, obtained or given, as applicable, be in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with violation of or result in a breach of, or default under, (or give rise to a any right of termination, cancellation or acceleration of acceleration) under any obligation or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, agreement or other instrument, permit or obligation material Contract to which the Company or any Subsidiary of the Company Seller is a party party, except for any such violations or by defaults (or rights of termination, cancellation or acceleration) which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptwould not, in the case of clauses (y) and (z) aboveaggregate, as would not reasonably be expected to have a Company Material Adverse Effect. (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated hereby, other than such items that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay adversely affect Seller’s ability to perform its obligations hereunder or to consummate the consummation transactions contemplated hereby within the time period referenced in Section 2.3(b); and (c) assuming all required filings, waivers, approvals, consents, authorizations and notices set forth on Schedule 3.3(c), which items are intended to be the necessary filings, waivers, approvals, consents, authorizations and notices with regard to any Law applicable to Seller or to consents or approvals of any Governmental Authority under any applicable Law (the Merger “Seller Approvals”), the Newington Consents and the Seller Consents have been made, obtained or result given, as applicable, (i) conflict with, violate or breach, in each case in any material restriction on the conduct respect, any term or provision of the Business by the Surviving Corporation after the Effective Time any Law applicable to Seller or have a Company Material Adverse Effectits Assets or (ii) require any consent or approval of any Governmental Authority under any Law.

No Conflicts; Consents and Approvals. (i) The execution, delivery and performance by Seller and Seller Parent of this Agreement and the Collateral Documents and the consummation by the Company Seller and Seller Parent of their respective obligations hereunder and thereunder do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not (xa) violate any Law applicable to Seller or Seller Parent or any material portion of their respective properties and assets, or (b) conflict with or result in a violation pursuant to any provision of the Charter Documents or any provision of the organizational or governing documents of any Subsidiary of the Companywith, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with or result in a breach of, or constitute a default under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of acceleration of, or create in any Lien upon party the right to accelerate, terminate, modify, cancel or require any of the properties or assets of the Company or any of its Subsidiaries notice under, any loan or credit agreement, note, bond, mortgage, indenture, lease, license, Benefit Plan, contract, material written agreement or other instrument, permit or obligation to which the Company or any Subsidiary of the Company it is a party or by which the Company or any Subsidiary of the Company or their respective properties or assets are or may be bound it is bound, except, in the case of clauses (y) and (z) aboveeach case, as would not reasonably be expected to have a materially impair Seller’s ability to consummate the sale of the Company Material Adverse Effect. (ii) Except for (A) compliance withShares or the Company’s ability to consummate the sale of the AWI Shares. Other than any applicable filing under the HSR Act or any applicable Foreign Antitrust Laws, and filings underthe expiration or termination of the applicable waiting periods thereunder, and except as set forth in Section 5.3 of the HSR Act; (B) Disclosure Schedule, no consent, order, approval, authorization, declaration or filing from or with any Governmental Entity or Person is required on the filing with the SEC part of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required Seller or Seller Parent in connection with this Agreement and order to consummate the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is necessary or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated herebyPurchase Agreements, other than such items any of the foregoing that the failure to make or obtain, as the case may be, would not reasonably be expected to materially delay impair the consummation ability of Seller to consummate the sale of the Merger Company Shares or result in any material restriction on the conduct of the Business by Company to consummate the Surviving Corporation after sale of the Effective Time AWI Shares. There is no action, suit, proceeding, arbitration, or have a governmental investigation, hearing or proceeding before any court or Governmental Entity now pending or, to the Knowledge of Seller, threatened against Seller or Seller Parent that would adversely affect (a) Seller’s rights in and to the Company Material Adverse EffectShares, (b) the Company’s rights in and to the AWI Shares, (c) the ability of Seller to consummate the sale of the Company Shares, or (d) the ability of the Company to consummate the sale of the AWI Shares.

No Conflicts; Consents and Approvals. (i) The execution, execution and delivery and performance by Seller of this Agreement and the Ancillary Agreements to which Seller is a party do not, and the performance by the Company Seller of its obligations hereunder and thereunder do not and will not, as the case may be, and the consummation by the Company of the transactions contemplated hereby, including the Merger, does not or will not : (xa) conflict with or result in a violation pursuant to or breach of any provision of the Charter Documents terms, conditions or any provision provisions of the organizational or governing documents Organizational Documents of any Subsidiary Seller; (b) assuming all of the CompanySeller Consents set forth in Schedule 3.3(b) have been obtained, (y) subject to obtaining or making the consents, approvals, notices, orders, authorizations, registrations, declarations and filings referred to be in subparagraph (ii) below, contravene any Law or any order, writ, judgment, injunction, decree, determination or award currently in effect or (z) conflict with violation of or result in a breach of, of or default under, (or give rise to a any right of termination, cancellation or acceleration acceleration), or require the consent of any obligation other Person, under (with or to without the loss giving of a benefit undernotice, the lapse of time, or result in the creation of both) any Lien upon any of the properties or assets of the Company Contract to which Seller or any of its Subsidiaries underAffiliates is a party, except for any loan such violations or credit agreementdefaults (or rights of termination, notecancellation or acceleration) which, bondor such consents which, mortgageif not obtained, indenturewould not, leaseindividually or in the aggregate, license, Benefit Plan, contract, agreement reasonably be expected to result in a material adverse effect on Seller's ability to perform its obligations hereunder or other instrument, permit or obligation to which the Company or any Subsidiary a Material Adverse Effect; (c) assuming all of the Company is a party Seller Approvals and the Seller Consents have been made, obtained or by which given, (i) conflict with, violate or breach any term or provision of any Law or Permit applicable to Seller, the Company Purchased Assets or any Subsidiary of the Company or their respective properties or assets are or may be bound exceptBusiness, in the case of clauses (y) and (z) above, except as would not reasonably be expected to have result in a Company material adverse effect on Seller's ability to perform its obligations hereunder or a Material Adverse Effect. ; or (ii) Except for (A) compliance with, and filings under, the HSR Act; (B) the filing with the SEC require any consent or approval of (i) the Proxy Statement and (ii) such reports and other documents under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated by this Agreement; (C) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL to be filed with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of other states in which the Company or its Subsidiaries are qualified to do business; (D) any filings and approvals pursuant to the rules and regulations of the NASDAQ; and (E) applicable requirements, if any, of state securities or “blue sky” Laws; (such items set forth above in clauses (A) through (E) collectively, the “Required Approvals”), no consent, approval, notice, order or authorization ofGovernmental Authority, or registrationnotice to, declaration or declaration, filing or registration with, any Governmental EntityAuthority, is necessary under any applicable Law or required to be obtained or made in connection with the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the Merger and the other transactions contemplated herebyPermit, other than such items that the failure to make consents, approvals, notices, declarations, filings or obtainregistrations which, as the case may beif not made or obtained, would not reasonably be expected to materially delay the consummation of the Merger or result in any a material restriction adverse effect on the conduct of the Business by the Surviving Corporation after the Effective Time Seller's ability to perform its obligations hereunder or have a Company Material Adverse Effect.; and