Common use of No Conflicts; Consents Clause in Contracts

No Conflicts; Consents. (a) Neither the execution, delivery and performance of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, modification, notification or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assets, except in the case of clauses (ii), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by Parent and performance Merger Sub of this Agreement do not, and the consummation by Descartes nor the execution, delivery Parent and performance Merger Sub of the Acquisition Documents Merger and the other Transactions to be performed or consummated by Descartes Parent and its applicable Subsidiaries party thereto, nor Merger Sub in accordance with the consummation terms of the transactions contemplated hereby and thereby this Agreement and compliance by Descartes Parent and its applicable Subsidiaries Merger Sub with the terms hereof and thereofwill not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of consent, termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material Contractperson under, or result in the creation of any Lien upon any of the properties or assets of Parent or any Parent Subsidiary under, any provision of (i) Parent Charter, Parent By-laws or the comparable organizational documents of any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) assuming the making of subject to the filings and obtaining of the related approval other matters referred to in clause (b)(iSection 4.05(b), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Parent or any Ag Business Permit Parent Subsidiary or (iv) result in the creation of any Lientheir respective properties or assets, other than Permitted Liensthan, upon any of the Acquired Ag Assets, except in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. (b) No Approval of Consent of, or registration, declaration or filing with, or Permit from, any Governmental Entity Entity, is required to be obtained or made by Parent or with respect to Descartes or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyTransactions to be performed or consummated by Parent in accordance with the terms of this Agreement, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions compliance with and filings under the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust HSR Act and Foreign Competition Laws”), (ii) filings the filing with the SEC of (A) the Joint Proxy Statement and (B) such reports under, or other applicable requirements of, the Exchange Act, as may be required in connection with this Agreement, the Merger and the other Transactions to transfer Permits and Environmental Permits required for be performed or consummated by Parent in accordance with the operation terms of the Ag Business and this Agreement, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent is qualified to do business, (iv) compliance with and such consentsfilings and approvals as may be required under applicable Gaming Laws, waiversand (v) such other items that, approvalsindividually or in the aggregate, licenses, authorizations, Permits, filings or notifications which, if have not obtained or made, had and would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by Sun of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Mergers and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to a requirement to obtain any Consent or a right of payment, termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make or to enable any Ag Material Contractthird party to make, (iii) assuming the making of the filings and obtaining of the related approval referred an offer to in clause (b)(i), (b)(ii) purchase or (b)(iii) below, violate redeem any Judgment Indebtedness or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Capital Stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Sun or any Sun Subsidiary, except in or give any Person the case ability to materially delay or impede the ability of clauses Sun to consummate the Sun Merger, under, any provision of (i) the Sun Articles or the comparable charter or organizational documents of any Sun Subsidiary (assuming that the Sun Shareholder Approval is obtained); (ii)) any Contract to which Sun or any Sun Subsidiary is a party or by which any of their respective properties or assets is bound and which would be considered a Sun Material Contract or that would otherwise reasonably be expected to be material to Sun and the Sun Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 4.6(b), any Judgment or Law, in each case, applicable to Sun or any Sun Subsidiary or their respective properties or assets (iv) assuming that the Sun Shareholder Approval is obtained), except for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens such Judgments or Laws that would not constitute an Ag Business reasonably be expected to have a Sun Material Adverse Effect. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Descartes Sun or the Acquired Ag Assets any Sun Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Mergers and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Joint Proxy Statement; and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act, and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Mergers and the other transactions contemplated by this Agreement; (ii) compliance with and filings under the HSR Act, and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws; (iii) the filing of the Sun Merger Proposal with the Companies Registrar and all other such notices or filings required under the Israeli Companies Law with respect to the consummation of the Sun Merger and the issuance of the Sun Certificate of Merger by the Companies Registrar and appropriate documents with the relevant authorities of the other jurisdictions in which Sun and Trident are qualified to do business; (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration; (v) such filings with NASDAQ and the NYSE as are required in connection with the Mergers and the other transactions contemplated hereby; (vi) the IIA Notice; (vii) the application for and receipt of the ISA Offering No-Action Letter; (viii) if applicable, other than (i) in respect of any applicable Law or other legal restraint designed to govern competitionfilings with, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectivelyand approval by, the Investment Center of the change in ownership of Sun to be effected by the Sun Merger (the “Antitrust LawsInvestment Center Approval”), ; (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iiiix) such consentsother Consents the absence of which would not, waiversindividually or in the aggregate, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, have had and would not constitute an Ag Business reasonably be expected to have a Sun Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement Effect or otherwise, for prevent or materially delay the consummation of the Ag Acquisition Mergers; and (x) such other notices or filings required under the other transactions contemplated herebyIsraeli Companies Law with respect to the consummation of the Sun Merger.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor Parent, Merger Sub I and Merger Sub II does not, and the executionperformance by each of Parent, delivery Merger Sub I and performance Merger Sub II of the Acquisition Documents by Descartes its obligations hereunder and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofIntegrated Mergers will not, will (i) violate conflict with, or result in any violation of any provision of, the Parent Articles, the Parent Bylaws or the comparable organizational documents of any Parent Subsidiary (including the certificate of incorporation or bylaws (or other comparable governing documents) formation and the limited liability company agreement of such PersonMerger Sub II), (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancelation or acceleration of any obligation, any obligation under to make an offer to purchase or redeem any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Indebtedness or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent or any Parent Subsidiary under, except any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Parent Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), conflict with, or result in any violation of any provision of, any Judgment or Law, in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, (A) the Consents set forth on Section 3.05(a) of the Parent Disclosure Letter under the heading “Parent Required Consents” (the “Parent Required Consents”) and (ivB) for conflictsany matters that, violationsindividually or in the aggregate, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effectprevent or materially impede, interfere with, hinder or delay the consummation of the Integrated Mergers. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition and the other transactions contemplated herebyIntegrated Mergers, other than (i) (A) the filing with the SEC of the Proxy Statement in respect definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4 and (C) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act, the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, (ii) compliance with and filings under the HSR Act, and such other Consents, registrations, declarations, approvals, notices or filings as are required to be made or obtained under any other Antitrust Law, (iii) such Consents, registrations, declarations, approvals, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions jurisdiction in connection with the purpose or effect issuance of monopolization or restraint the Merger Consideration, (iv) such filings with and approvals of trade the NYSE as are required to permit the consummation of the Integrated Mergers and the listing of the Merger Consideration, (v) the approval of the FERC under Section 203 of the FPA, (vi) FCC Pre-Approvals of license transfers with the FCC (the items set forth in clauses (v) and (vi), collectively, the “Antitrust LawsParent Required Statutory Approvals”), (iivii) filings notices, and such filings, consents and approvals as are required to be made or obtained under state or federal property transfer Permits and laws or Environmental Permits required for Laws, (viii) the operation of the Ag Business Parent Required Consents and (iiiix) such consentsother matters that, waiversindividually or in the aggregate, approvals, licenses, authorizations, Permits, filings or notifications which, if have not obtained or made, had and would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. The consent of Dirac is Effect and would not requiredprevent or impede, pursuant to the Dirac/Descartes Merger Agreement interfere with, hinder or otherwise, for delay the consummation of the Ag Acquisition or the other transactions contemplated herebyIntegrated Mergers.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Merger Sub of this Agreement by Descartes nor the executionAgreement, delivery do not, and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby hereby, including the Merger, and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any right of termination, cancellation, modification, notification or acceleration of any obligation under any Ag Material Contractprovision of (a) the articles of incorporation or bylaws or comparable organizational documents of Parent or Merger Sub, (iiib) assuming the making any Contract to which Parent or Merger Sub is a party or by which any of their respective properties or assets is bound or (c) subject to the filings and obtaining of the related approval other matters referred to in clause (b)(i)the following sentence, (b)(ii) or (b)(iii) below, violate any Judgment Order or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Parent or any Ag Business Permit Merger Sub or (iv) result in the creation of any Lientheir respective properties or assets, other than Permitted Liensthan, upon any of the Acquired Ag Assets, except in the case of clauses (ii), (iiib) and (ivc) for conflictsabove, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens any such items that would not constitute an Ag Business not, individually or in the aggregate, reasonably be likely to result in a Parent Material Adverse Effect. (b) . No Approval of Consent of, from or with any Governmental Entity is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets Merger Sub in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated herebyMerger, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions compliance with and filings under the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)HSR Act, (ii) filings to transfer Permits the filing with the SEC of such reports under Sections 13 and Environmental Permits required for the operation Section 14 of the Ag Business Exchange Act as may be required in connection with this Agreement and the Merger, (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation filing of the Ag Acquisition or Certificate of Merger with the other transactions contemplated herebySecretary of State of the State of Delaware, (iv) compliance with and filings under the Communications Act, including any FCC Rules, (v) compliance with and filings under any applicable state public utility Laws and rules, regulations and orders of any PUCs and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses and (vi) the Required Regulatory Approvals. Subject to obtaining the Consents referenced in the prior sentence, Parent is qualified to assume control over the Company under all applicable Laws.

No Conflicts; Consents. (a) Neither The execution and delivery by the execution, delivery and performance Purchaser of this Agreement do not, the execution and delivery by Descartes nor the executionPurchaser of each Ancillary Agreement to which it is, delivery or is specified to be, a party will not, and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Acquisition, the Equity Financing and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries the Purchaser with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of of, or result in, termination, cancellation, modification, notification cancellation or acceleration of any obligation under to or loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material Contractperson under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsassets or properties of the Purchaser, except in under any provision of (a) the case organizational documents of clauses (ii)the Purchaser, (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) except as set forth in Section 4.03 of the letter dated as of the date of this Agreement delivered by the Purchaser to the Seller in connection with the execution and delivery of this Agreement, any material Contract to which the Purchaser is a party or by which any of the Purchaser’s assets or properties is bound that is material to the Purchaser and its subsidiaries, taken as a whole, or (c) subject to the governmental filings and other matters referred to in the immediately following sentence, any material Judgment or Law applicable to the Purchaser or any of its assets or properties. No Approval of Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Purchaser in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectivelyAcquisition, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition Equity Financing or the other transactions contemplated herebyhereby and thereby, other than (A) compliance with and filings under the HSR Act and compliance with and filings and approvals under Foreign Merger Control Laws, (B) compliance with and filings under the Exchange Act and the rules regulations promulgated thereunder and any over the counter trading regulations and (C) in the event the Purchaser consummates a Debt Financing, the filing of the relevant instruments in the requisite jurisdictions in order to create or perfect Liens granted to secure the Indebtedness and other obligations incurred as a result of the consummation of the Debt Financing.

No Conflicts; Consents. (a) Neither Except as set forth on Section 3.4 of the executionSeller Disclosure Schedules, the execution and delivery and performance by each Seller of this Agreement does not, and the consummation by Descartes nor the execution, delivery and performance Sellers of the Acquisition Documents by Descartes Transaction and its applicable Subsidiaries party thereto, nor the consummation of the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries Sellers with the terms hereof and thereofwill not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, require any Approvals (other than by any Governmental Entity) under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to a loss of benefit under, or result in the creation of any Ag Material Contract, Lien (iiiother than Permitted Liens) assuming the making upon any of the filings and obtaining Purchased Company Equity Interests, Purchased Assets or assets of any Purchased Company or any Subsidiary of a Purchased Company under, any provision of (a) the related approval referred to in clause (b)(i)certificate of incorporation, (b)(ii) bylaws or equivalent governing documents of any Seller, Purchased Company or Subsidiary of a Purchased Company or (b)(iiib) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiariesthe Business, the Acquired Ag Purchased Assets, the Ag Business any Purchased Company or any Ag Business Permit Subsidiary of a Purchased Company or (ivc) result in the creation any Specified Business Contract to which any Seller, Purchased Company or any Subsidiary of a Purchased Company is a party or by which any property or assets of any LienSeller, other than Permitted LiensPurchased Company or Subsidiary of a Purchased Company are bound, upon except, in each case, for any of the Acquired Ag Assets, except in the case of clauses (ii), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens such items that would not constitute an Ag Business Material Adverse Effect. (b) reasonably be expected to be, individually or in the aggregate, material to the Business. No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes the Sellers, the Purchased Companies or the Acquired Ag Assets any Subsidiary of a Purchased Company in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition Transaction and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation regulation, foreign investment, or foreign investment national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), ) and (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications whichthose that, if not obtained obtained, made or madegiven, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not requiredreasonably be expected to be, pursuant individually or in the aggregate, material to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyBusiness.

No Conflicts; Consents. (a) Neither The execution and delivery by the execution, delivery and performance Company of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make an offer to purchase or redeem any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Indebtedness or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of the Company or any Company Subsidiary under, except any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Descartes the Company or the Acquired Ag Assets any Company Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyby this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in respect definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, the Indian Competition Law (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any applicable Law or other legal restraint designed to govern foreign antitrust, competition, trade regulation or foreign investment or to prohibitsimilar Laws, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation filing of the Ag Acquisition Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the FCC or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated herebyby this Agreement and are required with respect mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NASDAQ Stock Market LLC (“NASDAQ”) as are required to permit the consummation of the Merger and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Merger Sub of this Agreement by Descartes nor the executionand each Transaction Agreement to which it is a party, delivery do not, and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby Merger and thereby the other Transactions and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any right of termination, cancellation, modification, notification or acceleration result in the creation of any obligation under Lien upon any Ag Material Contractof the properties or assets of Parent or Merger Sub under, any provision of (i) the Parent Charter (subject to the approval, filing and effectiveness of the Charter Amendment), the Parent Bylaws or the charter or bylaws of Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) assuming the making of subject to the filings and obtaining of the related approval other matters referred to in clause (b)(iSection 4.05(b), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Parent or any Ag Business Permit Merger Sub or (iv) result in the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assets, except in the case of clauses (ii), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effecttheir respective properties or assets. (b) No Approval of Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets Merger Sub in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which Parent or Merger Sub is a party or the consummation of the Ag Acquisition and the other transactions contemplated herebyTransactions, other than (i) in respect of any applicable Law or other legal restraint designed to govern competitioncompliance with and filings under the HSR Act, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)if applicable, (ii) filings to transfer Permits the filing with the SEC of (A) the Proxy Statement and Environmental Permits required for the operation (B) such reports under Sections 13 and 16 of the Ag Business Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of the Charter Amendment with the Delaware Secretary of State, and (iv) such consentsother items, waiversindividually or in the aggregate, approvals, licenses, authorizations, Permits, filings or notifications which, if as are not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant material to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyTransactions.

No Conflicts; Consents. (a) Neither The execution and delivery by the execution, delivery and performance Company of this Agreement by Descartes nor do not, and the executionconsummation of the Merger, delivery the Subsequent Merger and the other Transactions and the Financing and compliance with and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, thereof will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or not result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to a right of consent or any right of termination, cancellation, modification, notification acceleration or acceleration material modification of any obligation under or right, or result in the creation of any Ag Material ContractLien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Charter, the Company By-laws or the comparable charter and organizational documents of any Company Subsidiary, (ii) any Contract or Company Benefit Plan to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) assuming the making of subject to the filings and obtaining of the related approval other matters referred to in clause (b)(iSection 3.04(b), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Company or any Ag Business Permit Company Subsidiary or (iv) result in the creation of any Lientheir respective properties or assets, other than Permitted Liensthan, upon any of the Acquired Ag Assets, except in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Company Material Adverse EffectEffect or materially impair the ability of the Company to perform its obligations hereunder or prevent or unreasonably delay the consummation of any of the Transactions or the Financing, assuming the Financing is completed as set forth in the Financing Letter. (b) No Approval of consent, approval, waiver, license, permit, franchise, authorization or Judgment (“Consent”) of, or registration, declaration, notice, report, submission or other filing (“Filing”) with, any Governmental Entity is required to be obtained or made by or with respect to Descartes the Company or the Acquired Ag Assets any Company Subsidiary in connection with the execution, delivery and performance of this Agreement hereof or the consummation of the Ag Acquisition and Transactions or the other transactions contemplated herebyownership by Parent of the Surviving Corporation following the Closing, other than (i) in respect of any applicable Law or other legal restraint designed to govern competitioncompliance with, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectivelyand Filings under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “Antitrust HSR Act”) and any Filings required under other applicable Regulatory Laws”), (ii) filings to transfer Permits the filing with the SEC of (A) the registration statement on Form S-4 in connection with the Share Issuance (together with any amendment or supplements thereto, the “Form S-4”) and Environmental Permits the Joint Proxy Statement and (B) such reports under the Exchange Act as may be required for in connection with this Agreement, the operation of Merger, the Ag Business and Subsequent Merger, the other Transactions, (iii) such consentsFilings as are required under US state securities or “blue sky” Laws or securities Laws of jurisdictions other than the United States, waivers(iv) the filing of the Certificate of Merger and the filing of the certificate of merger in connection with the Subsequent Merger, approvalsin each case with the Secretary of State of the State of Delaware, licenses, authorizations, Permits, filings and (v) such other Consents and Filings the failure of which to obtain or notifications which, if make has not obtained or made, had and would not constitute an Ag Business reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The consent Effect or materially impair the ability of Dirac is not required, pursuant the Company to the Dirac/Descartes Merger Agreement perform its obligations hereunder or otherwise, for prevent or unreasonably delay the consummation of any of the Ag Acquisition or the other transactions contemplated herebyTransactions.

No Conflicts; Consents. (a) Neither Except as set forth on Schedule 2.2 hereto, neither the execution, execution and delivery and performance of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party theretoSeller, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation or to loss of a material benefit under any Ag Material Contractprovision of (i) the respective certificates of incorporation or by-laws of Seller or the Subsidiaries, (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Seller or the Subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or (iii) assuming any judgment, order or decree, or statute, law, ordinance, rule or regulation, applicable to Seller or the making Subsidiaries or any of their respective properties or assets, in each case except for any such conflict, violation, default or right which would not reasonably be expected to have a material adverse effect on the business, assets, financial condition, or results of operations of the filings and obtaining of the related approval referred to in clause Subsidiaries taken as a whole (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assets, except in the case of clauses (ii), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business a "Material Adverse Effect. "). No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or other regulatory or self- regulatory body or association (beach, a "Governmental Entity") No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes Seller or the Acquired Ag Assets Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, hereby other than (iv) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions filings with the purpose or effect South Dakota Division of monopolization or restraint of trade (collectivelyBanks and the appropriate federal banking agency(ies), the “Securities and Exchange Commission (the "SEC") and the state securities or "blue sky" commission or similar body in each state where such filing may be necessary, (w) compliance with and filings under the Hart-Scott- Rodino Antitrust Laws”Improvements Act of 1976, as amended (xxx "XXX Xct"), (iix) filings to transfer Permits and Environmental Permits required for the operation as set forth on Schedule 2.2 hereto, (y) as become applicable solely as a result of the Ag Business specific regulatory status of Purchaser and its affiliates and (iiiz) such consents, waivers, approvals, licenses, authorizations, Permits, filings those the failure of which to make or notifications which, if not obtained or made, obtain would not constitute an Ag Business have a Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the The execution, delivery and performance by Cakewalk of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries each other Transaction Document to which it is or will be a party thereto, nor or the consummation of the transactions contemplated hereby Contemplated Transactions does not and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will not (i) violate any provision of the certificate Articles of incorporation Organization or bylaws the Amended and Restated Operating Agreement (or other comparable governing documentsinstruments) of such Person, Cakewalk; (ii) conflict except for any filings that may be required by applicable securities laws, require Cakewalk or any other Affiliate of Cakewalk to obtain any material consent, approval or action of or waiver from, or make any filing with, require consent or notification undergive any notice to, any Governmental Body or any other person, except as set forth on SCHEDULE 2.2 ("CAKEWALK REQUIRED CONSENTS"); (iii) if Cakewalk Required Consents are obtained prior to Closing, violate, conflict with or result in any violation a breach or breach of, or constitute default under (with or without after the giving of notice or lapse the passage of time or both) a default under), or give rise permit the termination of, any Contract of a type required to any right of termination, cancellation, modification, notification be listed on SCHEDULE 2.8 to which Cakewalk is a party or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) by which it or (b)(iii) below, violate any Judgment or Law applicable to any of Descartesits assets may be bound or subject, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon the Assets pursuant to the terms of any of the Acquired Ag Assets, except in the case of clauses (ii), (iii) and such Contract; (iv) for conflictsif Cakewalk Required Consents are obtained prior to Closing, violationsviolate any Law or Order of any Governmental Body against, breachesor binding upon, defaultsCakewalk or upon the Assets or the Business; or (v) if Cakewalk Required Consents are obtained prior to Closing, terminationsviolate or result in the revocation or suspension of any Permit, cancellationsexcept where (A) the failure to obtain any Cakewalk Required Consent, accelerationsor (B) any violation, losses and Liens breach or default that would not constitute an Ag Business reasonably be expected to have a Material Adverse Effect. (b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither None of the execution, execution and delivery and performance of this Agreement by Descartes nor the executionParent or Purchaser, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation by Parent or Purchaser of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will (i) violate any provision result in a violation or breach of or conflict with the certificate or articles of incorporation or bylaws (of Parent, Purchaser or other comparable governing documents) of such PersonParent Subsidiaries, (ii) conflict with, require consent or notification under, or result in any a violation or breach of or conflict with any provisions of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) a default under, or result in the termination, cancellation of, or give rise to any a right of purchase under, or accelerate the performance required by, or result in a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation obligations or to the loss of a benefit under, or result in the creation of any Lien upon any of the properties or assets owned or operated by Parent, Purchaser or any of the Parent Subsidiaries, or right of rescission under any Ag Material Contractof the terms, conditions or provisions of any Contract to which Parent, Purchaser or any of the Parent Subsidiaries is a party or by which Parent or any of the Parent Subsidiaries or any of their respective properties or assets may be bound or (iii) assuming subject to obtaining or making the making of the consents, approvals, orders, authorizations, registrations, declarations and filings and obtaining of the related approval referred to in clause (b)(iSection 3.2(b), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of DescartesParent, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Purchaser or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assets, except Parent Subsidiaries or any of their respective properties or assets other than any such event described in the case of clauses items (ii), ) or (iii) which, which, individually or in the aggregate, has not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effectreasonably be expected to, either individually or in the aggregate, prevent, impair, impede, delay or frustrate the ability of Parent and Purchaser to perform their obligations hereunder. (b) No Approval of consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Authority is required necessary to be obtained or made by Parent, any Parent Subsidiary or with respect to Descartes or the Acquired Ag Assets Purchaser in connection with the Parent’s or Purchaser’s execution, delivery and performance of this Agreement or the consummation by Parent or Purchaser of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required except for the operation filing of such reports as may be required under the Ag Business Exchange Act or the HSR Act in connection with this Agreement and (iii) the transactions contemplated hereby, and except where the failure to obtain or take such consentsaction, waivers, approvals, licenses, authorizations, Permits, filings individually or notifications which, if not obtained or madein the aggregate, would not constitute an Ag Business Material Adverse Effect. The consent reasonably be expected to prevent impair, impede, delay or frustrate the ability of Dirac is not required, pursuant Parent and Purchaser to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyperform their obligations hereunder.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Acquisition Sub of this Agreement by Descartes nor and each Transaction Agreement to which it is a party, do not, the execution, delivery execution of the Parent Voting Agreement does not and the consummation of the Merger and the other Transactions to which it is a party and compliance with and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancelation or acceleration of any obligation under or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material Contractperson under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent or any of its subsidiaries under, except any provision of (i) the charter or organizational documents of Parent or any of its subsidiaries, (ii) subject to effectiveness of the Parent Facility Amendments (as defined in Section 4.07) as contemplated by the Parent Consent Letter (as defined in Section 4.07), any material Contract to which Parent or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.04(b), any material Judgment or material Law applicable to Parent or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business be reasonably likely to have, a material adverse effect on Parent (a “Parent Material Adverse Effect”) (excluding for purposes of this Section 4.04(a) and the application of Section 7.03(a) hereto, clause (a)(iii) of the definition “material adverse effect”). (b) No Approval of Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Agreement to which Parent or Acquisition Sub is a party or the consummation of the Ag Transactions to which Parent or Acquisition Sub is a party or in connection with the execution and performance of the other transactions contemplated herebyParent Voting Agreement, other than (i) in respect of any applicable Law or compliance with and filings under (A) the HSR Act, (B) the Japanese Anti-Monopoly Law, (C) other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (D) the FEL, (E) the rules and regulations of the TSE, (F) the JCL and (G) the CRL, (ii) filings to transfer Permits the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and Environmental Permits required for the operation of other Transaction Agreements, the Ag Business Merger and the other Transactions, (iii) the filing with the Bureau of the Japanese Information Statement as may be required under the SEL in connection with the Parent Stock Purchase Agreement, the other Transaction Agreements, the Parent Stock Acquisition and the other Transactions, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Company is qualified to do business, (v) compliance with and such consentsfilings as may be required under applicable Environmental Laws, waivers(vi) such filings as may be required in connection with the taxes described in Section 6.09, approvals(vii) filings under any applicable state takeover Law and (viii) such other items (A) required solely by reason of the participation of the Company (as opposed to any third party) in the Transactions or (B) that, licensesindividually or in the aggregate, authorizations, Permits, filings or notifications which, if have not obtained or made, had and would not constitute an Ag Business be reasonably likely to have a Parent Material Adverse Effect. The consent Effect (excluding for purposes of Dirac is not requiredthis Section 4.04(b) and the application of Section 7.03(a) hereto, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation clause (a)(iii) of the Ag Acquisition or the other transactions contemplated herebydefinition “material adverse effect”).

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor Parent and Merger Sub does not, and the execution, delivery performance by Parent and performance Merger Sub of the Acquisition Documents by Descartes their respective obligations hereunder and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofwill not, will (i) violate conflict with, or result in any violation of any provision of, the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of any Parent Subsidiary (assuming that the certificate Parent Stockholder Approval is obtained and that Parent, in its capacity as sole stockholder of incorporation or bylaws (or other comparable governing documents) of such PersonMerger Sub, adopts this Agreement), (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under any Ag Material Contractobligation, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable give rise to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent or any Parent Subsidiary under, except any provision of any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.5(b), any Judgment or Law, in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assets (assuming that the Parent Stockholder Approval is obtained and that Parent, in its capacity as sole stockholder of Merger Sub, adopts this Agreement), other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.5(a), effects resulting from or arising in connection with the execution and delivery of this Agreement, as set forth in clause (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business of the definition of the term “Material Adverse Effect”, shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such effects were not otherwise excluded from determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions (A) the filing with the purpose or effect SEC of monopolization or restraint the Joint Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of trade effectiveness under the Securities Act of the Form S-4, and (collectivelyC) the filing with the SEC of such reports and other filings under, and such other compliance with, the “Antitrust Laws”)Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, and the transactions contemplated hereby, (ii) compliance with and filings to transfer Permits and Environmental Permits required for under the operation of the Ag Business and HSR Act, (iii) the Parent Stockholder Approval, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (v) such consentsConsents, waiversregistrations, approvalsdeclarations, licensesnotices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Parent Common Stock to be issued as the Merger Consideration, authorizations, Permits, (vi) such filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent with and approvals of Dirac is not required, pursuant the NYSE as are required to the Dirac/Descartes Merger Agreement or otherwise, for permit the consummation of the Ag Acquisition Merger and the listing of the shares of Parent Common Stock to be issued as the Merger Consideration and (vii) such other matters that, individually or in the other aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 4.5(b), effects resulting from or arising in connection with the execution and delivery of this Agreement, as set forth in clause (iv) of the definition of the term “Material Adverse Effect”, shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur to the extent such effects were not otherwise excluded from determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the The execution, delivery and performance by each Seller of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes each Ancillary Agreement to which it will be a party and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby do not and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will not (i) violate any provision of the certificate of incorporation or bylaws of Seller Parent or the comparable organizational documents of any of the Share Sellers, the Asset Sellers or the Conveyed Subsidiaries (or other comparable governing documents) of such Personany Subsidiary thereof), (ii) subject to obtaining the consents set forth in Section 4.4 of the Seller Disclosure Letter, conflict with, require consent or notification constitute a default under, or result in any violation the breach or breach oftermination, cancellation or constitute acceleration (with or without whether after the giving of notice or the lapse of time or both) a default of any right or obligation of any Seller or the Conveyed Subsidiaries (or any Subsidiary thereof) under, or give rise to any right of termination, cancellation, modification, notification or acceleration a loss of any obligation benefit of the Business to which the Sellers or the Conveyed Subsidiaries (or their Subsidiaries) is entitled under any Ag Material Contract, Shared Contract, Real Property Lease, Approval or other instrument to which any Seller or Conveyed Subsidiary (or any Subsidiary thereof) is a party or to which its assets are subject and which is a Purchased Asset or is otherwise Related to the Business, and (iii) assuming compliance with the making of the filings matters set forth in Sections 4.5 and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below5.5, violate or result in a breach of or constitute a default under any Judgment Law or Law other restriction of any Governmental Authority to which any Seller or Conveyed Subsidiary (or Subsidiary thereof) is subject or binding upon or applicable to the Business, any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Purchased Asset or any Ag Business Permit or (iv) result in the creation of any LienAssumed Liability; except, other than Permitted Liens, upon any of the Acquired Ag Assets, except in the case of with respect to clauses (ii), (iii) and (iv) iii), for conflicts, any violations, breaches, conflicts, defaults, terminations, cancellations, accelerations, losses cancellations or accelerations as have not had and Liens that would not constitute an Ag Business Material Adverse Effect. (b) No Approval of any Governmental Entity is required reasonably be expected to be obtained have, individually or made by or with respect to Descartes or in the Acquired Ag Assets in connection with the executionaggregate, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business a Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyhereunder will vest good, valid and marketable title to the Shares and the Purchased Assets in Purchaser, free and clear of all Liens except for restrictions arising under securities Laws other than Liens that are created by, or on behalf of, or by actions by or on behalf of Purchaser or any of its Affiliates.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by Parent and performance Merger Sub of this Agreement by Descartes nor the executiondo not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofwill not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancelation or acceleration of any material obligation under any Ag Material Contractor to loss of a material benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent or the Parent Subsidiaries under, except any provision of (i) the Organizational Documents of Parent or any Parent Subsidiary, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.5(b), any Law applicable to Parent or the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) and (iv) for conflictsabove, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens any such items that would not constitute an Ag Business reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No Approval of Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions compliance with and filings under the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)HSR Act, (ii) filings to transfer Permits and Environmental Permits required for the operation filing with the SEC of (A) the Ag Business Registration Statement, (B) the Joint Proxy Statement and (iiiC) such consentsreports under the Exchange Act and the Securities Act as may be required in connection with this Agreement, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or and the other transactions contemplated hereby, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent or Merger Sub is qualified to do business, (iv) such filings as may be required under the rules and regulations of the NYSE and (v) such other items that the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Cedar and performance Pine Merger Sub of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make an offer to purchase or redeem any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Indebtedness or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Cedar or any Cedar Subsidiary under, except any provision of (i) the Cedar Articles, the Cedar By-laws or the comparable charter or organizational documents of any Cedar Subsidiary (assuming that the Cedar Shareholder Approval is obtained), (ii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (a “Contract”) to which Cedar or any Cedar Subsidiary is a party or by which any of their respective properties or assets is bound or any Cedar Permit or (iii) subject to the filings and other matters referred to in Section 3.05(b), any judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to Cedar or any Cedar Subsidiary or their respective properties or assets (assuming that the Cedar Shareholder Approval is obtained), other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Cedar Material Adverse Effect (it being agreed that for purposes of this Section 3.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Cedar Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Approval consent, approval, clearance, waiver, Permit or order (“Consent”) of or from, or registration, declaration, notice or filing made to or with any Federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Descartes Cedar or the Acquired Ag Assets any Cedar Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyby this Agreement, other than (i) (A) the filing with the Securities and Exchange Commission (the “SEC”) of the Joint Proxy Statement in respect definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S-4 in connection with the issuance by Cedar of the Merger Consideration, in which the Joint Proxy Statement will be included as a prospectus (the “Form S-4”), and (C) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any applicable Law or other legal restraint designed to govern foreign antitrust, competition, trade regulation or foreign investment or to prohibitsimilar Laws, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation filing of the Ag Acquisition Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Cedar and Pine are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Merger Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the Federal Communications Commission (the “FCC”) or any other Governmental Entities (including State Regulators) (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated herebyby this Agreement and are required with respect to mergers or business combinations of telecommunications companies generally, (vi) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Merger Consideration and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Cedar Material Adverse Effect (it being agreed that for purposes of this Section 3.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Cedar Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) Neither the The execution, delivery and performance of this Agreement by Descartes nor and the execution, delivery and performance of the Acquisition other Ancillary Documents by Descartes Parent and its applicable Subsidiaries party theretoMerger Sub do not, nor and the consummation of the transactions contemplated hereby Merger and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofTransactions will not, will (i) breach, violate any provision or conflict with the certificate of incorporation, bylaws or other governing documents of Parent, the certificate of incorporation or bylaws (or other comparable governing documents) of such PersonMerger Sub, (ii) assuming that all Consents and filings contemplated by Section 4.04(b) have been obtained or made (as applicable), conflict with, require consent breach or notification underviolate any Law applicable to Parent or Merger Sub in any material respect, or (iii) result in any breach or violation or breach of, of or constitute a default (or an event which with or without notice or lapse of time or both) both would become a default under, or give rise to any right of termination, cancellation, modification, notification or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(idefault), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation termination of, accelerate the performance required by, result in a right of termination or acceleration, or require a Consent pursuant to, any Lienmaterial Contracts to which Parent or Merger Sub is a party or by which Parent or Merger Sub or their respective properties are bound, other than Permitted Liensexcept, upon any of the Acquired Ag Assets, except in the case of clauses clause (iiiii), (iii) and (iv) for conflictsany such conflict, violationsviolation, breachesbreach, defaultsdefault, terminationsloss, cancellations, accelerations, losses and Liens that right or other occurrence which would not constitute an Ag Business reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets in connection with the The execution, delivery and performance of this Agreement or and the other Ancillary Documents by each of Parent and Merger Sub and the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyTransactions by each of Parent and Merger Sub do not and will not require any Consent of, other than or registration, notice or filing with, any Governmental Entity, except for (i) in respect the applicable requirements, if any, of any applicable Law or other legal restraint designed to govern competitionthe Exchange Act and the rules and regulations promulgated thereunder and state securities, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the takeover and “Antitrust Laws”)blue sky” laws, (ii) compliance with and filings to transfer Permits under the HSR Act and Environmental Permits required for the operation any other Antitrust Law or any FDI Law set forth on Section 4.04(b) of the Ag Business and Company Disclosure Letter, (iii) compliance with the applicable requirements of Nasdaq, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, and (v) any such consentsconsent, waiversapproval, approvalsauthorization, licensespermit, authorizationsaction, Permits, filings filing or notifications which, if not obtained notification the failure of which to make or made, obtain would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not requiredreasonably be expected to be material to Parent and its Subsidiaries, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebytaken as a whole.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor Buyer, the executionexecution and delivery of each Ancillary Agreement by Buyer, delivery the performance by Buyer of its obligations hereunder and performance of the Acquisition Documents by Descartes thereunder and its applicable Subsidiaries party thereto, nor the consummation by Buyer of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries (in each case, with or without the terms hereof and thereofgiving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of any provision of the certificate Charter Documents of incorporation or bylaws (or other comparable governing documents) of such PersonBuyer, (ii) conflict with, require consent or notification under, or result in any violation or breach of, violate or constitute (with a default, an event of default or without notice or lapse an event creating rights of time or both) a default underacceleration, or give rise to any right of termination, cancellation, modification, notification imposition of additional obligations or acceleration loss of any obligation rights under any Ag Material ContractContract (A) to which Buyer is a party, (B) of which Buyer is a beneficiary or (C) by which Buyer or its respective assets is bound, (iii) assuming violate or conflict with any Law, Authorization or Order applicable to Buyer, or give any Governmental Entity or other Person the making right to challenge any of the filings and obtaining of transactions contemplated by this Agreement or the related approval referred Ancillary Agreements or to in clause (b)(i)exercise any remedy, (b)(ii) obtain any relief under or (b)(iii) belowrevoke or otherwise modify any rights held under, violate any Judgment such Law, Authorization or Law applicable to any of DescartesOrder, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, Liens (other than Permitted Liens, ) upon any of the Acquired Ag Purchased Assets, except in the each such case of clauses (ii), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that where such violation or Lien would not constitute an Ag Business Material Adverse Effectreasonably be expected materially to impair or delay the ability of Buyer to perform its obligations under this Agreement or the Ancillary Agreements. Section 5.3(a) of the Buyer Disclosure Schedule sets forth all consents, waivers, assignments and other approvals and actions of any kind that are necessary for Buyer to consummate the transactions contemplated hereby. (b) No Approval of Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity or other Person is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Buyer in connection with the execution, execution and delivery and performance of this Agreement or and the Ancillary Agreements to which it is a party and the consummation of the Ag Acquisition transactions contemplated hereby and thereby, except for such Authorizations, Orders, registrations, declarations, filings and notices the failure to obtain which would not reasonably be expected to materially impair the ability of Buyer to perform its obligations under this Agreement and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed Ancillary Agreements to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac which Buyer is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebya party.

No Conflicts; Consents. (a) Neither the The execution, delivery and performance by each Seller of this Agreement by Descartes nor and the executionother Transaction Documents to which any Seller is a party, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby thereby, do not and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will not: (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (iia) conflict with, require consent or notification under, with or result in any a violation or breach of, or default under, any provision of the Organizational Documents of any Seller or any of the Acquired Companies; (b) conflict with or result in a violation or breach in any material respect of any provision of any Law or Governmental Order applicable to any Seller or any of the Acquired Companies; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute (a default or an event that, with or without notice or lapse of time or both) , would constitute a default under, or give rise to any right of termination, cancellation, modification, notification or result in the acceleration of or create in any obligation under party the right to accelerate, terminate, modify or cancel any Ag Material ContractContract or any material Permit affecting the Assets or properties, (iii) assuming the making assets or business of any of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Acquired Companies; or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (ivd) result in the creation or imposition of any Lien, Encumbrance other than Permitted Liens, upon Encumbrances on any Asset or any properties or assets of any of the Acquired Ag AssetsCompanies. No consent, except in the case of clauses (ii)approval, (iii) and (iv) for conflictsPermit, violationsGovernmental Order, breachesdeclaration or filing with, defaultsor notice to, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) No Approval of any Governmental Entity Authority is required to be obtained or made by or with respect to Descartes any Seller or any of the Acquired Ag Assets Companies in connection with the execution, execution and delivery and performance of this Agreement or and the other Transaction Documents and the consummation of the Ag Acquisition and the other transactions contemplated herebyhereby and thereby, other than except for such filings as may be required under the HSR Act (iin the event the HSR Exemption shall not be available) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, Governmental Orders, declarations, filings or notifications notices which, if not obtained or madein the aggregate, would not constitute an Ag Business have a Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Merger Sub of this Agreement does not, and the performance by Descartes nor the execution, delivery each of Parent and performance Merger Sub of the Acquisition Documents by Descartes its obligations hereunder and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make an offer to purchase or redeem any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Indebtedness or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent or any Parent Subsidiary under, except any provision of (i) the Parent Articles, the Parent By-laws or the comparable charter or organizational documents of any Parent Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (a “Contract”) to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Parent Permit or (iii) subject to the filings and other matters referred to in Section 3.05(b), any judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 3.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Approval consent, approval, clearance, waiver, Permit or order (“Consent”) of or from, or registration, declaration, notice or filing made to or with any Federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyby this Agreement, other than (i) (A) the filing with the Securities and Exchange Commission (the “SEC”), and declaration of effectiveness under the Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form S-4 in respect connection with the issuance by Parent of the Stock Consideration, in which the Proxy Statement will be included as a prospectus (the “Form S-4”), and (B) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the regulations under the Indian Competition Act of 2002 regarding mergers and acquisitions anticipated to come into effect on June 1, 2011 (the “Indian Competition Law”) (if required), and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any applicable Law or other legal restraint designed to govern foreign antitrust, competition, trade regulation or foreign investment or to prohibitsimilar Laws, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation filing of the Ag Acquisition Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the Federal Communications Commission (the “FCC”) or any other Governmental Entities (other than with respect to securities, antitrust, competition, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated herebyby this Agreement and are required with respect to mergers, business combinations or changes in control of telecommunications companies generally, (vi) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Stock Consideration and (vii) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 3.05(b), effects resulting from or arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor each of Parent and Seller do not, and the executionexecution and delivery of each Ancillary Agreement to which it is a party, delivery the performance by Parent and performance Seller of the Acquisition Documents by Descartes its obligations hereunder and its applicable Subsidiaries party thereto, nor thereunder and the consummation by Parent and Seller of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries (in each case, with or without the terms hereof and thereofgiving of notice or lapse of time, or both), will not, directly or indirectly, (i) violate the provisions of any provision of the certificate Charter Documents of incorporation Parent or bylaws (or other comparable governing documents) of such PersonSeller, (ii) conflict withexcept as set forth in Section 4.3(a) of the Seller Disclosure Schedule, require consent or notification under, or result in any violation or breach of, violate or constitute (with a default, an event of default or without notice or lapse an event creating rights of time or both) a default underacceleration, or give rise to any right of termination, cancellation, modification, notification imposition of additional obligations or acceleration loss of any obligation rights under any Ag Material ContractAssigned Contract or other material Contract to which Parent, Seller or any of the Purchased Assets are bound and subject, in each case in any material respect, (iii) assuming violate or conflict with any Law, Authorization or Order applicable to Parent or Seller, or give any Governmental Entity or other Person the making right to challenge any of the filings and obtaining of transactions contemplated by this Agreement or the related approval referred Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Authorization or Order, in clause (b)(i)each case in any material respect, (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Liens upon any of the Acquired Ag Purchased Assets. Section 4.3(a) of the Seller Disclosure Schedule sets forth all material consents, except waivers, assignments and other approvals and actions that are required in connection with the case of clauses transactions contemplated by this Agreement under any Assigned Contract (iicollectively, “Consents”), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) No Approval of Authorization or Order of, registration, declaration or filing with, or notice to, any Governmental Entity or other Person, is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets Seller in connection with the execution, execution and delivery and performance of this Agreement or and the Ancillary Agreements and the consummation of the Ag Acquisition transactions contemplated hereby and thereby, except for such Authorizations, Consents, registrations, declarations, filings and notices as may be required under the HSR Act and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Other Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition Laws or the other transactions contemplated herebyrules of FINRA or the New York Stock Exchange.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Merger Sub of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofwill not, will (i) violate conflict with or result in any violation of any provision of the certificate of incorporation Parent Articles, the Parent Regulations or the comparable charter, bylaws (or other comparable governing documents) organizational documents of such Personany Parent Subsidiary, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, give rise to a right of termination, cancellation or acceleration of, give rise to any right of terminationobligation to make an offer to purchase or redeem any Indebtedness or capital stock, cancellation, modification, notification voting securities or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business equity interests or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent or any Parent Subsidiary under, except any legally binding contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument (a “Contract”) to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or any Parent Permit or (iii) subject to the filings and other matters referred to in Section 3.05(b), conflict with or result in any violation of any judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. (b) No Approval consent, approval, clearance, waiver, authorization, waiting period expiration, Permit or order (“Consent”) of or from, or registration, declaration, notice or filing made to or with any Federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions the filing with the purpose or effect of monopolization or restraint of trade Securities and Exchange Commission (collectively, the “Antitrust LawsSEC”), and declaration of effectiveness under the Securities Act of 1933, as amended (ii) filings to transfer Permits and Environmental Permits required for the operation “Securities Act”), of the Ag Business registration statement on Form S‑4 in connection with the issuance by Parent of the Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration, in which the Proxy Statement will be included as a prospectus (the “Form S‑4”), and (iiiC) the filing with the SEC of such consentsreports and other filings under, waiversand such other compliance with, approvalsthe Securities Exchange Act of 1934, licensesas amended (the “Exchange Act”), authorizationsand the Securities Act, Permitsand the rules and regulations thereunder, filings or notifications whichas may be required in connection with this Agreement, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or and the other transactions contemplated hereby, (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) the filing of the Certificate of Merger with the Secretary of State pursuant to the DGCL and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with the issuance of the Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, the U.S. Federal Communications Commission or any successor Governmental Entity (the “FCC”) as are required in connection with the transactions contemplated hereby (the “Parent FCC Consents”), (vi) such Consents from, or registrations, declarations, notices or filings made to or with, state public service or state public utility commissions (collectively, “State Regulators”) as are required in connection with the transactions contemplated hereby (the “Parent PSC Consents”), (vii) such Consents from, or registrations, declarations, notices or filings made to or with, governments of counties, municipalities and any other subdivisions of a United States state (collectively, “Localities”) in connection with the provision of telecommunication and media services as are required in connection with the transactions contemplated hereby (the “Parent Local Consents”), (viii) such filings with and approvals of the NYSE as are required to permit the listing of the Parent Common Shares constituting the Share Consideration and the Mixed Share Consideration and (ix) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by Ironman of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to a requirement to obtain any consent, approval, clearance, waiver, Permit or order (“Consent”) or a right of payment, termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make or to enable any Ag Material Contractthird party to make, (iii) assuming the making of the filings and obtaining of the related approval referred an offer to in clause (b)(i), (b)(ii) purchase or (b)(iii) below, violate redeem any Judgment Indebtedness or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Capital Stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Ironman or any Ironman Subsidiary, except in or give any Person the case ability to materially delay or impede the ability of clauses Ironman to consummate the Merger, under, any provision of (i) the Ironman Certificate of Incorporation, the Ironman bylaws or the comparable charter or organizational documents of any Ironman Subsidiary (assuming that the Ironman Stockholder Approval is obtained); (ii)) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument, whether oral or in writing, (a “Contract”) to which Ironman or any Ironman Subsidiary is a party or by which any of their respective properties or assets is bound and which would be considered an Ironman Material Contract or that would otherwise reasonably be expected to be material to Ironman and the Ironman Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 3.5(b), any judgment, order or decree (iv“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to Ironman or any Ironman Subsidiary or their respective properties or assets (assuming that the Ironman Stockholder Approval is obtained); except for conflictssuch Contracts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens Judgments or Laws that would not constitute reasonably be expected to have an Ag Business Ironman Material Adverse Effect. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental or regulatory authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to Descartes Ironman or the Acquired Ag Assets any Ironman Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Joint Proxy Statement; and (B) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (ii) compliance with and filings under the HSR Act, the DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Ironman and Sun are qualified to do business; (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Merger Consideration; (v) such filings with NASDAQ and the NYSE as are required in connection with the Merger and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business ; and (iiivi) such consentsother Consents the absence of which would not, waiversindividually or in the aggregate, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, have had and would not constitute reasonably be expected to have an Ag Business Ironman Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement Effect or otherwise, for prevent or materially delay the consummation of the Ag Acquisition or the other transactions contemplated herebyMerger.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by Acquirer of this Agreement does not, and the consummation by Descartes nor the execution, delivery and performance Acquirer of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, Transactions will not (i) violate any provision Law or Judgment in each case applicable to Acquirer or any other member of the Acquirer Group or by which any of their respective property is bound, (ii) violate the certificate of incorporation or bylaws by-laws (or other comparable governing organizational documents) of such Person, (ii) conflict with, require consent or notification underAcquirer, or (iii) result in any violation or breach of, of or constitute a default (or an event which with or without notice or lapse of time or bothboth would become a default) a default under, or give rise to others any right rights of terminationtermination or cancellation of, cancellation, modification, notification or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, a Lien (other than a Permitted Liens, upon Lien) on any of the Acquired Ag Assetsproperties or assets of Acquirer pursuant to, any provision of any contract (whether written or oral), lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument or permit to which Acquirer is a party or by which any of its properties or assets is bound, except in the case of clauses (ii), (iiii) and (ivii) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that failures which would not constitute have or result in an Ag Business Acquirer Material Adverse Effect. (b) . No Approval of Consent of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Acquirer in connection with the execution, delivery and performance of this Agreement thereby or the consummation of the Ag Acquisition and the other transactions contemplated herebyTransactions, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions the filing with the purpose or effect SEC of monopolization or restraint (A) the Schedule 13E-3 and (B) such reports under Sections 13 and 16 of trade (collectivelythe Exchange Act, as may be required in connection with this Agreement, the “Antitrust Laws”)Merger and the other Transactions, (ii) filings to transfer Permits and Environmental Permits required for the operation filing of the Ag Business and Certificate of Merger with the Secretary of State of the State of Delaware, (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications whichrequirements, if not obtained or madeany, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not requiredunder Competition Laws, pursuant to and (iv) such filings as may be required in connection with the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyTaxes described in Section 6.08.

No Conflicts; Consents. (a) Neither The execution and delivery by the executionPurchaser hereof do not, the execution and delivery by the Purchaser of each Ancillary Agreement to which it is, or is specified to be, a party will not, and performance of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby Transactions and compliance by Descartes and its applicable Subsidiaries the Purchaser with the terms hereof and thereofthereof will not contravene, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under obligation, to a right to challenge the Transactions or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material ContractPerson under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of the Purchaser or any of its Subsidiaries under, except any provision of (i) the certificate of incorporation or by-laws (or comparable documents) of the Purchaser or any of its Subsidiaries, (ii) any Contract to which the Purchaser or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to the Purchaser or any of its Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Purchaser Material Adverse Effect. (b) . No Approval Consent of or Filing with any Governmental Entity is required to be obtained or made by or with respect to Descartes the Purchaser or the Acquired Ag Assets any of its Subsidiaries in connection with the execution, delivery and performance of this hereof or any Ancillary Agreement or the consummation of the Ag Acquisition and Transactions or the other transactions contemplated herebyownership by the Purchaser of the Company following the Closings, other than (iA) compliance with and Filings under Section 13(a) of the Exchange Act, (B) those that may be required solely by reason of the participation of Company (as opposed to any other third party) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (iiTransactions) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iiiC) such consents, waivers, approvals, licenses, authorizations, Permits, filings other Consents and Filings the failure of which to obtain or notifications which, if make has not obtained or made, had and would not constitute an Ag Business reasonably be expected to have a Purchaser Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, delivery and or performance by Buyer of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and or any Ancillary Agreements to which it or its applicable Subsidiaries party theretoSubsidiary is or will be a party, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries will (with the terms hereof and thereof, will or without notice or lapse of time or both): (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any a violation or breach of, or material default under, any provision of the Organizational Documents of Buyer or a Subsidiary of Buyer; (ii) result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated hereby or thereby under, any Law or Order applicable to Buyer (or its properties, assets or business); (iii) (A) result in a violation or breach of, (B) constitute a default or an event that (with or without notice or lapse of time or both) would constitute a default under, or give rise to any right of termination, cancellation, modification, notification or (C) result in the acceleration of or create in any obligation under any Ag Material Contractparty the right to accelerate, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) terminate or cancel or (b)(iiiD) belowrequire the Consent of, violate or the giving of notice to, any Judgment other Person under, or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any LienEncumbrance pursuant to, other than Permitted Liensany material Contract or any Permit affecting the properties, upon any assets or business of the Acquired Ag Assets, Buyer; except in the case of clauses (ii), ) and (iii) and (iv) for conflictswhere such conflict, violationsviolation, breachesbreach, defaults, terminations, cancellations, accelerations, losses and Liens that event of default or other result described in such clauses would not constitute an Ag Business Material Adverse Effectreasonably be expected to be material to Buyer and its Subsidiaries, taken as a whole, or prevent or materially impede, interfere with, hinder or delay the ability of Buyer and its Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. (b) No Approval Except as would not reasonably be expected to be material to Buyer and its Subsidiaries, taken as a whole, or prevent or materially impede, interfere with, hinder or delay the ability of Buyer and its Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, no Consent, Permit, declaration or filing with, or notice to, any Governmental Entity Body is required to be obtained or made by or with respect to Descartes Buyer or the Acquired Ag Assets its properties, assets or business in connection with the execution, execution and delivery and performance of this Agreement or any Ancillary Agreements or the consummation by Buyer of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits hereby and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebythereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by Parent and performance Merger Sub of this Agreement by Descartes nor the executiondo not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofwill not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancelation or acceleration of any material obligation under any Ag Material Contractor to loss of a material benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent or the Parent Subsidiaries under, except any provision of (i) Parent’s Organizational Documents or the comparable Organizational Documents of the Parent Subsidiaries, (ii) any Contract to which Parent or any Parent Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 5.6(b), any Law applicable to Parent or the Parent Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) and (iv) for conflictsabove, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens any such items that would not constitute an Ag Business reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 5.6(a), clause (G) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No Approval of Consent of, or registration, declaration, notice, notification, submission or filing with, any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions compliance with and filings under the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)HSR Act, (ii) filings to transfer Permits the filing with the SEC of such registration statements, reports, schedules and Environmental Permits statements, or the taking of, other actions under the Exchange Act and the Securities Act as may be required for in connection with this Agreement, the operation of the Ag Business Merger and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and Merger Sub are qualified to do business, (iv) such filings as may be required under the rules and regulations of the NYSE and (v) such other items (A) required solely by reason of the participation of the Company (as opposed to any third Person) in the transactions contemplated hereby or (B) that the failure of which to obtain or make would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect (it being agreed that for purposes of this Section 5.6(b), clause (G) of the definition of the term “Parent Material Adverse Effect” shall not be excluded in determining whether a Parent Material Adverse Effect has occurred or would reasonably be expected to occur).

No Conflicts; Consents. (a) Neither Assuming compliance with the executionapplicable provisions of the DGCL, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and the rules and regulations of NYSE, the execution and delivery and performance of this Agreement by Descartes nor Parent and Merger Sub does not, and the execution, delivery performance by Parent and performance Merger Sub of the Acquisition Documents by Descartes their respective obligations hereunder and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofwill not, will (i) violate conflict with, or result in any violation of any provision of, the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of any Parent Subsidiary (assuming that the certificate Parent Stockholder Approval is obtained and that Parent, in its capacity as sole stockholder of incorporation or bylaws (or other comparable governing documents) of such PersonMerger Sub, adopts this Agreement), (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under any Ag Material Contractobligation, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable give rise to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, Lien (other than Permitted Liens, ) upon any of the Acquired Ag Assetsproperties or assets of Parent or any Parent Subsidiary under, except any provision of any Parent Material Contract or any material Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.5(b), any Judgment or Law, in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assets (assuming that the Parent Stockholder Approval is obtained and that Parent, in its capacity as sole stockholder of Merger Sub, adopts this Agreement), other than, in the case of clauses (ii), ) or (iii) above, any matters that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse EffectEffect and would not prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby. (b) No Approval To the Knowledge of Parent, no Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions (A) the filing with the purpose or effect SEC of monopolization or restraint the Joint Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of trade effectiveness under the Securities Act of the Form S-4, and (collectivelyC) the filing with the SEC of such reports and other filings under, and such other compliance with, the “Antitrust Laws”)Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, and the transactions contemplated hereby, (ii) compliance with and filings to transfer Permits and Environmental Permits required for under the operation of the Ag Business and HSR Act, (iii) receipt of the Parent Stockholder Approval, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (v) such consentsConsents, waiversregistrations, approvalsdeclarations, licensesnotices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Parent Class A Common Stock to be issued as the Merger Consideration, authorizations, Permits, (vi) such filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent with and approvals of Dirac is not required, pursuant the NYSE as are required to the Dirac/Descartes Merger Agreement or otherwise, for permit the consummation of the Ag Acquisition Merger and the listing of the shares of Parent Class A Common Stock to be issued as the Merger Consideration and (vii) such other matters that, individually or in the other aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect and would not prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor Seller, the executionexecution and delivery of each Ancillary Agreement by Seller, delivery the performance by Seller of its obligations hereunder and performance of the Acquisition Documents by Descartes thereunder and its applicable Subsidiaries party thereto, nor the consummation by Seller of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries (in each case, with or without the terms hereof and thereofgiving of notice or lapse of time, or both), will not, directly or indirectly, (i) violate the provisions of any provision of the certificate Charter Documents of incorporation Seller or bylaws (or other comparable governing documents) of such PersonSeller Subsidiaries, (ii) conflict with, require consent or notification under, or result in any violation or breach of, violate or constitute (with a default, an event of default or without notice or lapse an event creating rights of time or both) a default underacceleration, or give rise to any right of termination, cancellation, modification, notification imposition of additional obligations or acceleration loss of any obligation rights under any Ag Material ContractAssigned Contract (A) to which Seller or one of Seller Subsidiaries is a party, (B) of which Seller or one of Seller Subsidiaries is a beneficiary or (C) by which Seller, any of Seller Subsidiaries or any of their respective assets is bound, (iii) assuming violate or conflict with any Law, Authorization or Order applicable to Seller or Seller Subsidiaries, or give any Governmental Entity or other Person the making right to challenge any of the filings and obtaining of transactions contemplated by this Agreement or the related approval referred Ancillary Agreements or to in clause (b)(i)exercise any remedy, (b)(ii) obtain any relief under or (b)(iii) belowrevoke or otherwise modify any rights held under, violate any Judgment such Law, Authorization or Law applicable to any of DescartesOrder, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, material Liens (other than Permitted Liens, ) upon any of the Acquired Ag Purchased Assets. Section 4.4(a) of the Seller Disclosure Schedule sets forth all material consents, except waivers, assignments and other approvals and actions that are required in connection with the case transactions contemplated by this Agreement under any Material Contract to which Seller or one of clauses Seller Subsidiaries is a party (ii)collectively, (iii“Consents”) to sell, assign, transfer, convey and (iv) for conflictsdeliver to, violations, breaches, defaults, terminations, cancellations, accelerations, losses Buyer all rights and Liens that would not constitute an Ag Business Material Adverse Effectbenefits of Seller without any impairment or alteration whatsoever. (b) No Approval of Authorization or Order of, registration, declaration or filing with, or notice to, any Governmental Entity or other Person, is required to be obtained or made by or with respect to Descartes Seller or the Acquired Ag Assets Seller Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or and the Ancillary Agreements to which they are a party and the consummation of the Ag Acquisition and the other transactions contemplated herebyhereby and thereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competitioneach case, trade regulation or foreign investment or to prohibitexcept for such Authorizations, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectivelyOrders, the “Antitrust Laws”)registrations, (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permitsdeclarations, filings or notifications which, if and notices which are not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebymaterial.

No Conflicts; Consents. (a) Neither The execution and delivery by the execution, delivery and performance Company of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make an offer to purchase or redeem any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Indebtedness or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of the Company or any Company Subsidiary under, except any provision of (i) the Company Charter, the Company By-laws or the comparable charter or organizational documents of any Company Subsidiary (assuming that the Company Stockholder Approval is obtained), (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets (assuming that the Company Stockholder Approval is obtained), other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect (it being agreed that for purposes of this Section 4.05(a), effects resulting from or arising in connection with the matters set forth in clause (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur) and would not prevent or materially impede, interfere with, hinder or delay the consummation of the Merger. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Descartes the Company or the Acquired Ag Assets any Company Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyby this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in respect definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, and such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any applicable Law or other legal restraint designed to govern foreign antitrust, competition, trade regulation or foreign investment or to prohibitsimilar Laws, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation filing of the Ag Acquisition or Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other transactions contemplated hereby.jurisdictions in which Parent and the Company are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration,

No Conflicts; Consents. (a) Neither the executionThe execution and delivery by each of Parent and Sub of each Transaction Agreement to which it is a party do not, delivery and performance of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby Transactions and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellationamendment, modification, notification cancellation or acceleration of any obligation under or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material ContractPerson under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i)or impose any penalty or fine under, (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, Lien (other than Permitted Liens, ) upon any of the Acquired Ag Assetsproperties or assets of Parent or Sub under, except any provision of (a) the charter or organizational documents of Parent or Sub, (b) any material Contract to which Parent or Sub is a party or by which any of their respective properties or assets is bound or (c) subject to the filings and other matters referred to in the following sentence, any Order or Applicable Law applicable to Parent or Sub or their respective properties or assets, other than, in the case of clauses (ii), (iiib) and (ivc) for conflictsabove, violationsany such items that, breachesindividually or in the aggregate, defaults, terminations, cancellations, accelerations, losses have not had and Liens that would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. (b) . No Approval of Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets Sub in connection with the execution, delivery and performance of this any Transaction Agreement to which Parent or Sub is a party or the consummation of the Ag Acquisition and the other transactions contemplated herebyTransactions, other than (i) in respect of compliance with and filings under the HSR Act and any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Foreign Competition Laws”), (ii) filings to transfer Permits the filing with the SEC of (A) the Information Statement and Environmental Permits required for the operation (B) such reports under Sections 13 and 16 of the Ag Business Exchange Act, as may be required in connection with this Agreement and the other Transaction Agreements, the Merger and the other Transactions, (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation filing of the Ag Acquisition Certificate of Merger with the Secretary of State of the State of Delaware, (iv) such filings as may be required in connection with the Taxes described in Section 7.08 and (v) Consents, registrations, declarations or filings required to be made solely by reason of the other transactions contemplated herebyCompany’s participation in the Transactions.

No Conflicts; Consents. (a) Neither The execution and delivery by the execution, delivery Partnership and performance the Partnership GP of this Agreement by Descartes nor the executiondo not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofwill not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancelation or acceleration of any material obligation under any Ag Material Contractor to loss of a material benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of the Partnership, except the Partnership GP or the Partnership’s Subsidiaries under, any provision of (i) assuming the Partnership Unitholder Approval is obtained, the Partnership Organizational Documents or the Partnership Subsidiary Documents, (ii) any Contract to which the Partnership or any Subsidiary of the Partnership is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.4(b), any Law applicable to the Partnership or the Partnership’s Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) and (iv) for conflictsabove, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens any such items that would not constitute an Ag Business reasonably be expected to, individually or in the aggregate, individually or in the aggregate, have a Partnership Material Adverse Effect (it being agreed that for purposes of this Section 4.4(a), clause (G) of the definition of the term “Partnership Material Adverse Effect” (solely with respect to Proceedings) shall not be excluded in determining whether a Partnership Material Adverse Effect has occurred or would reasonably be expected to occur). (b) No Approval of consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity Authority is required to be obtained or made by or with respect to Descartes the Partnership or the Acquired Ag Assets Subsidiary thereof in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions compliance with and filings under the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)HSR Act, (ii) filings to transfer Permits (A) the filing with the SEC of such registrations, reports or other actions under the Exchange Act and Environmental Permits Securities Act as may be required for in connection with this Agreement, the operation of the Ag Business Merger and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyhereby and (B) any filing in respect of the Merger applicable under state “blue sky” or similar securities Laws, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which the Partnership is qualified to do business, (iv) such filings as may be required under the rules and regulations of the NYSE and (v) such other items the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, have a Partnership Material Adverse Effect (it being agreed that for purposes of this Section 4.4(b), clause (G) of the definition of the term “Partnership Material Adverse Effect” (solely with respect to Proceedings) shall not be excluded in determining whether a Partnership Material Adverse Effect has occurred or would reasonably be expected to occur).

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by Sun of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to a requirement to obtain any Consent or a right of payment, termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make or to enable any Ag Material Contractthird party to make, (iii) assuming the making of the filings and obtaining of the related approval referred an offer to in clause (b)(i), (b)(ii) purchase or (b)(iii) below, violate redeem any Judgment Indebtedness or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Capital Stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Sun or any Sun Subsidiary, except in or give any Person the case ability to materially delay or impede the ability of clauses Sun to consummate the Merger, under, any provision of (i) the Current Sun Articles or the comparable charter or organizational documents of any Sun Subsidiary (assuming that the Sun Shareholder Approval is obtained); (ii)) any Contract to which Sun or any Sun Subsidiary is a party or by which any of their respective properties or assets is bound and which would be considered a Sun Material Contract or that would otherwise reasonably be expected to be material to Sun and the Sun Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 4.6(b), any Judgment or Law, in each case, applicable to Sun or any Sun Subsidiary or their respective properties or assets (iv) assuming that the Sun Shareholder Approval is obtained), except for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens such Judgments or Laws that would not constitute an Ag Business reasonably be expected to have a Sun Material Adverse Effect. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Descartes Sun or the Acquired Ag Assets any Sun Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC and declaration of effectiveness under the Securities Act, of the registration statement on Form F-4 in connection with the issuance by Sun of the Merger Consideration (the “Form F-4”); and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act, and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (ii) compliance with and filings under the HSR Act, the DPA and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws, including submission of the notice required under 22 C.F.R. section 122.4(b) of the International Traffic in Arms Regulations; (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Sun and Ironman are qualified to do business; (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Merger Consideration; (v) such filings with NASDAQ and the NYSE as are required in connection with the Merger, the listing of the Merger Consideration and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business ; and (iiivi) such consentsother Consents the absence of which would not, waiversindividually or in the aggregate, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, have had and would not constitute an Ag Business reasonably be expected to have a Sun Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement Effect or otherwise, for prevent or materially delay the consummation of the Ag Acquisition Merger, and (vii) such other notices or filings required under the other transactions contemplated herebyIsraeli Companies Law with respect to the consummation of the Merger, including the issuance of the Merger Consideration, the adoption of the Sun Amended Articles of Association as the articles of association of Sun with effect from immediately prior to the Effective Time and the appointment of the persons designated pursuant to Section 6.12(b) as members of the Combined Company Board.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Merger Sub of this Agreement and the Statutory Merger Agreement does not, and the performance by Descartes nor the execution, delivery each of Parent and performance Merger Sub of the Acquisition Documents by Descartes its obligations hereunder and its applicable Subsidiaries party thereto, nor thereunder and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofStatutory Merger Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or (solely with respect to clause (ii)) give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make an offer to purchase or redeem any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Indebtedness or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business share capital or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent, except Merger Sub or any of their respective Affiliates under, any provision of (i) the governing or organizational documents of Parent, Merger Sub or any of their respective Affiliates; (ii) any Contract to which Parent, Merger Sub or any of their respective Affiliates is a party or by which any of their respective properties or assets is bound; or (iii) subject to the filings and other matters referred to in Section 4.03(b), any Permit, Judgment or Law, in each case, applicable to Parent, Merger Sub or any of their respective Affiliates or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes Parent, Merger Sub or the Acquired Ag Assets any of their respective Affiliates in connection with the execution, execution and delivery and performance of this Agreement or the Statutory Merger Agreement or its performance of its obligations hereunder or thereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyby this Agreement and the Statutory Merger Agreement, other than (i) in respect of (A) compliance with and filings under the HSR Act, (B) approvals and filings under all other Required Regulatory Approvals and (C) such other Consents, registrations, declarations, notices or filings as are required to be made or obtained under any applicable Law or other legal restraint designed to govern non-U.S. antitrust, competition, trade regulation or regulation, foreign investment or similar Laws in order to prohibit, restrict or regulate actions with complete the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits Merger and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyby this Agreement and the Statutory Merger Agreement; (ii) executing and delivering the Statutory Merger Agreement; (iii) the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; and (iv) such other matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

No Conflicts; Consents. (a) Neither the execution, execution and delivery and performance by Oakwood of this Agreement by Descartes nor and the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, related documents nor the consummation of the transactions contemplated hereby and thereby and or thereby, nor compliance by Descartes and its applicable Subsidiaries Oakwood with any of the terms provisions hereof and or thereof, will will, assuming that the Oakwood Regulatory Approvals and the Oakwood Shareholder Approval are duly obtained, (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Personviolate, (ii) conflict with, require consent or notification under, or result in a breach of any violation or breach provision of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) a default under, or give rise to result in the termination of, or result in the loss of any benefit or creation of any right on the part of terminationany third party under, cancellationor accelerate the performance required by, modification, notification or result in a right of termination or acceleration of any obligation under any Ag Material Contractof, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lienlien, other than Permitted Liens, charge or encumbrance upon any of the Acquired Ag Assetsmaterial properties or assets of Oakwood or any of its Subsidiaries under any of the terms, conditions or provisions of (1) the Organizational Documents of Oakwood or any of its Subsidiaries or (2) except as set forth in Section 3.4(a) of the case Oakwood Disclosure Schedules, any note, bond, mortgage, indenture, deed of clauses trust, license, lease, agreement or other instrument or obligation to which Oakwood or any of its Subsidiaries is a party or by which it may be bound, or to which Oakwood or any of its Subsidiaries or any of the properties or assets of Oakwood or any of its Subsidiaries may be subject, or (ii) violate any law, statute, code, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to Oakwood or any of its Subsidiaries or any of their respective properties or assets, except, with respect to clause (i)(2) and clause (ii), (iii) and (iv) for such violations, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that breaches or defaults which either individually or in the aggregate would not constitute an Ag Business have or be reasonably likely to have a Material Adverse EffectEffect on Oakwood or any of its Subsidiaries. (b) No Except for the Oakwood Regulatory Approvals, the Oakwood Shareholder Approval and as set forth in Section 3.4(b) of the Oakwood Disclosure Schedules (the items so set forth therein collectively, the “Required Consents”), and except where the failure to make or obtain such consents, approvals, notices, licenses, permits, orders, registrations, declarations, or filings either individually or in the aggregate would not have or be reasonably likely to have a Material Adverse Effect on Oakwood or any Governmental Entity of its Subsidiaries, no consent, approval, notice, license, permit, order or authorization of or registration, declaration or filing with any Person is required to be obtained or made by Oakwood or with respect to Descartes or the Acquired Ag Assets any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or and the related documents to which they are a party and the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits hereby and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebythereby.

No Conflicts; Consents. (a) Neither The execution and delivery by each Ashland Party of each Transaction Agreement to which it is a party do not, the executionexecution and delivery of each Ancillary Agreement to which it is specified to be a party will not, delivery and performance of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby Transactions to be consummated by it under the Transaction Agreements and thereby the Ancillary Agreements and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such PersonTransaction Agreements and the Ancillary Agreements will not, (ii) conflict with, require consent or notification under, or result in any breach or violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancelation or acceleration of any obligation under any Ag Material Contractor to loss of a material benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Ashland or any Ashland Subsidiary under, except any provision of (i) the Ashland Charter, the Ashland By-laws or the comparable charter or organizational documents of any Ashland Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract") to which Ashland or any Ashland Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 6.05(b), any judgment, order or decree ("Judgment") or statute, law, ordinance, rule or regulation ("Law") applicable to Ashland or any Ashland Subsidiary or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute reasonably be expected to have a material adverse effect on the ability of any Ashland Party to perform its obligations under the Transaction Agreements and the Ancillary Agreements or on the ability of any Ashland Party to consummate the Transactions (an Ag Business "Ashland Material Adverse Effect"). (b) No Approval consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of any competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a "Governmental Entity Entity"), is required to be obtained or made by or with respect to Descartes Ashland or the Acquired Ag Assets any Ashland Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement or Ancillary Agreement or the consummation of the Ag Acquisition and the other transactions contemplated herebyTransactions, other than (i) in respect compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of any applicable Law or other legal restraint designed to govern competition1976, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade as amended (collectively, the “Antitrust Laws”xxx "XXX Xxx"), (ii) filings the filing with the Securities and Exchange Commission (the "SEC") of (A) a joint registration statement on Form S-4 (the "Ashland Form S- 4") in connection with the issuance by HoldCo of HoldCo Common Stock in connection with the Reorganization Merger (the "HoldCo Share Issuance") and the issuance by New Ashland Inc. of New Ashland Inc. Common Stock in the Acquisition Merger (the "New Ashland Inc. Share Issuance"), (B) a registration statement on Form S-4 (the "Marathon Form S-4" and, together with the Ashland Form S-4, the "Forms S-4") in connection with the issuance by Marathon of Marathon Common Stock in connection with the Acquisition Merger (the "Marathon Share Issuance"), (C) a proxy or information statement relating to transfer Permits and Environmental Permits required for the operation approval of the Ag Business Transaction Agreements and the Transactions by Ashland's shareholders (the "Proxy Statement") and (D) such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with the Transaction Agreements, the Ancillary Agreements or the Transactions, (iii) (A) the filing of the Reorganization Articles of Merger with the Secretary of State of the Commonwealth of Kentucky, (B) the filing of the Conversion Articles of Merger with the Secretary of State of the Commonwealth of Kentucky, (C) the filing of the Acquisition Certificate of Merger with the Secretary of State of the State of Delaware and (D) appropriate documents with the relevant authorities of the other jurisdictions in which Ashland is qualified to do business, (iv) such consentsfilings as may be required in connection with Taxes and (v) such other Consents, waiversregistrations, approvals, licenses, authorizations, Permitsdeclarations, filings and permits (A) required solely by reason of the participation of any Marathon Party (as opposed to any third party) in the Transactions or notifications which(B) the failure of which to obtain or make that, if individually or in the aggregate, have not obtained or made, had and would not constitute reasonably be expected to have an Ag Business Ashland Material Adverse Effect. The consent of Dirac is not required, pursuant . (c) Ashland and the Ashland Board have taken all action necessary to (i) render the Ashland Rights inapplicable to the Dirac/Descartes Merger Agreement or otherwiseTransaction Agreements, for the consummation Ancillary Agreements and the Transactions; and (ii) ensure that (A) none of the Ag Acquisition Marathon Parties, nor any of their affiliates or associates, is or will become an "Acquiring Person" (as defined in the Ashland Rights Agreement) by reason of the Transaction Agreements, the Ancillary Agreements or the other transactions contemplated herebyTransactions and (B) a "Distribution Date" (as defined in the Ashland Rights Agreement) shall not occur by reason of the Transaction Agreements, the Ancillary Agreements or the Transactions.

No Conflicts; Consents. (a) Neither the The execution, delivery and performance by Seller (and, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) of this each Transaction Agreement by Descartes nor the executionto which it is or will be party, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby Transactions and thereby and the compliance by Descartes Seller (and, if applicable, the Designated Seller Subsidiary and its applicable Subsidiaries the New Seller Subsidiary) with the terms hereof and thereof, thereof will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) not conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancelation or acceleration of any obligation under any Ag Material Contractor to loss of a material benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, Lien (other than any Permitted Liens, ) upon any of the Acquired Ag Assetsproperties or assets of Seller (or, except if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) under, require the delivery of notice under, or (in the case of clauses the following clause (ii)(A)) require consent to the assignment of, (i) the organizational documents of Seller (or, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) or (ii)) assuming that the Consents referred to in Section 2.03(b) and Section 3.04(b) are obtained prior to the Closing and the registrations, declarations and filings referred to in Section 2.03(b) and Section 3.04(b) are made prior to the Closing, (iiiA) any Material Contract, in each case to which Seller (or the Designated Seller Subsidiary and the New Seller Subsidiary) is a party or by which any of Seller’s (ivor the Designated Seller Subsidiary’s and the New Seller Subsidiary’s) for conflictsproperties or assets is bound or (B) any judgment, violationsruling, breachesstipulation, defaultsorder or decree (a “Judgment”) or any federal, terminationsstate, cancellationslocal or foreign statute, accelerationslaw, losses common law, ordinance, rule, directive, or regulation enacted, adopted, issued or promulgated by any Governmental Entity (a “Law”) or Permit applicable to Seller (or, if applicable, the Designated Seller Subsidiary and Liens that the New Seller Subsidiary) or either of their properties or assets, other than, in the case of clause (ii) above, any such items that, individually or in the aggregate, would not constitute an Ag Business reasonably be expected to have a Seller Material Adverse Effect. (b) No Approval of consent, waiver, approval, license, permit, order or authorization (a “Consent”) of, or registration, declaration or filing with or notice to, any Governmental Entity is required to be obtained or made by or with respect to Descartes or Seller (or, if applicable, the Acquired Ag Assets Designated Seller Subsidiary and the New Seller Subsidiary) in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Agreements to which Seller (or, if applicable, the Designated Seller Subsidiary and the New Seller Subsidiary) is a party or the consummation of the Ag Acquisition and the other transactions contemplated herebyTransactions, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with as may be required by the purpose or effect of monopolization or restraint of trade (collectivelyExchange Act, the “Securities Act, the Antitrust Laws”)Laws set forth on Section 2.03(b) of the Seller Disclosure Letter, or the Satellite and Communications Laws set forth on Section 2.03(b) of the Seller Disclosure Letter, including the Required Regulatory Approvals, (ii) filings those that may be required solely by reason of Purchaser’s or any of its Affiliates’ (as opposed to transfer Permits and Environmental Permits required for any other third Person’s) participation in the operation of the Ag Business and Transactions or (iii) such consentsthose the failure of which to obtain or make, waivers, approvals, licenses, authorizations, Permits, filings individually or notifications which, if not obtained or madein the aggregate, would not constitute an Ag Business reasonably be expected to have a Seller Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by Parent and performance Merger Sub of this Agreement does not, and the performance by Descartes nor the execution, delivery each of Parent and performance Merger Sub of the Acquisition Documents by Descartes its covenants and its applicable Subsidiaries party thereto, nor agreements hereunder and the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofMerger will not, will (i) violate conflict with, or result in any violation of any provision of, the Organizational Documents of the certificate of incorporation Parent or bylaws (or other comparable governing documents) of such PersonMerger Sub, (ii) conflict with, require consent result in any violation of, or notification default (with or without notice, lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under any Contract or Permit binding on the Parent or Merger Sub or by which any of their respective properties or assets is bound or (iii) subject to obtaining the Consents referred to in Section 4.03(b) and making the Filings referred to in Section 4.03(b), conflict with, or result in any violation or breach of any provision of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, modification, notification or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Parent or any Ag Business Permit Merger Sub or (iv) result in the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assetstheir respective properties or assets, except for, in the case of the foregoing clauses (ii), (iii) and (iv) for conflictsiii), violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens any matter that would not constitute an Ag Business reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No Approval Consent of or from, or Filing made to or with, any Governmental Entity Entity, is required to be obtained or made by Parent or with respect to Descartes or the Acquired Ag Assets any Affiliate of Parent in connection with the execution, Parent’s and Merger Sub’s execution and delivery and performance of this Agreement or their performance of their covenants and agreements hereunder or the consummation of the Ag Acquisition and Merger, except for the other transactions contemplated hereby, other than following: (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), Required Statutory Approvals; (ii) filings to transfer Permits and Environmental Permits required for the operation filing of the Ag Business Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; (iii) Filings and Consents as are required to be made or obtained under state or federal property transfer Laws; and (iv) such consents, waivers, approvals, licenses, authorizations, Permits, filings other Filings or notifications which, if not obtained Consents the failure of which to make or made, obtain would not constitute an Ag Business reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. None of (a) Neither the execution, The execution and delivery and performance by Seller of this Agreement; (b) the execution and delivery by Seller of each Ancillary Agreement by Descartes nor the executionto which it is, delivery and performance or is specified to be, a party; (c) consummation of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the other transactions contemplated hereby and thereby and thereby, nor (d) compliance by Descartes and its applicable Subsidiaries Seller with the terms hereof and thereof, thereof will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under any Ag Material Contractor to loss of a material benefit 4858-6402-6462.2 29042144.15/060690.0001 under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assets under, any provision of (i) the certificate of incorporation or by-laws of Seller, (ii) any Contract to which Seller is a party or by which any of the Acquired Assets is bound or (iii) any judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Applicable Law”) applicable to Seller or the Acquired Assets, except other than, in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to a material adverse effect on (ivy) for conflictsthe Acquired Assets, violations, breaches, defaults, terminations, cancellations, accelerations, losses or (z) the ability of Seller to consummate the Acquisition and Liens that would not constitute an Ag Business the other transactions contemplated hereby (a “Seller Material Adverse Effect. ”). No consent, approval, license, permit, order, or authorization (b“Consent”) No Approval of, or registration, declaration or filing with, any Federal, state, local, or foreign government or any court of any competent jurisdiction, administrative agency or commission, or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Seller in connection with the execution, delivery delivery, and performance of this Agreement or any Ancillary Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyhereby and thereby, other than compliance with and filings under Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Merger Sub of this Agreement and the Statutory Merger Agreement do not, and the performance by Descartes nor the execution, delivery each of Parent and performance Merger Sub of the Acquisition Documents by Descartes its obligations hereunder and its applicable Subsidiaries party thereto, nor thereunder and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofStatutory Merger Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or (solely with respect to clause (ii) below) give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make an offer to purchase or redeem any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Indebtedness or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business share capital or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Parent, except Merger Sub or any of their respective Affiliates under, any provision of (i) the governing or organizational documents of Parent; Merger Sub or any of their respective Affiliates; (ii) any Contract to which Parent; Merger Sub or any of their respective Affiliates is a party or by which any of their respective properties or assets is bound; or (iii) subject to the filings and other matters referred to in Section 4.03(b), any Permit, Order or Law, in each case, applicable to Parent; Merger Sub or any of their respective Affiliates or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes Parent; Merger Sub or the Acquired Ag Assets any of their respective Affiliates in connection with the execution, execution and delivery and performance of this Agreement or the Statutory Merger Agreement or its performance of its obligations hereunder or thereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyby this Agreement and the Statutory Merger Agreement, other than (i) (A) compliance with and filings under the HSR Act, (B) approvals and filings with any Governmental Entities as set forth in respect Section 4.03 of the Parent Disclosure Letter, and (C) such other Consents as are required to be made or obtained under (1) any applicable Law or other legal restraint designed to govern non-U.S. antitrust, competition, trade regulation or regulation, foreign investment or similar Laws or (2) applicable state securities or “blue sky” Laws and the securities Laws of any foreign country, in each case in order to prohibit, restrict or regulate actions with complete the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits Merger and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.by this Agreement and the Statutory Merger Agreement; (ii) executing and delivering the Statutory Merger Agreement; (iii) the filing of the Merger Application with the Registrar pursuant to the Bermuda Companies Act and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business; and

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by Trident of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Mergers and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to a requirement to obtain any consent, approval, clearance, waiver, Permit or order (“Consent”) or a right of payment, termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make or to enable any Ag Material Contractthird party to make, (iii) assuming the making of the filings and obtaining of the related approval referred an offer to in clause (b)(i), (b)(ii) purchase or (b)(iii) below, violate redeem any Judgment Indebtedness or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Capital Stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Trident or any Trident Subsidiary, except in or give any Person the case ability to materially delay or impede the ability of clauses Trident to consummate the Mergers, under, any provision of (i) the Trident Certificate of Incorporation, the Trident bylaws or the comparable charter or organizational documents of any Trident Subsidiary (assuming that the Trident Stockholder Approval is obtained); (ii)) any contract, lease, license, indenture, note, bond, agreement, concession, franchise or other instrument, whether oral or in writing, (a “Contract”) to which Trident or any Trident Subsidiary is a party or by which any of their respective properties or assets is bound and which would be considered a Trident Material Contract or that would otherwise reasonably be expected to be material to Trident and the Trident Subsidiaries, taken as a whole; or (iii) subject to the filings and other matters referred to in Section 3.6(b), any judgment, order or decree (iv“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Law”), in each case, applicable to Trident or any Trident Subsidiary or their respective properties or assets (assuming that the Trident Stockholder Approval is obtained); except for conflictssuch Contracts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens Judgments or Laws that would not constitute an Ag Business reasonably be expected to have a Trident Material Adverse Effect. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any federal, national, state, provincial or local, whether domestic or foreign, government or any court of competent jurisdiction, administrative agency or commission or other governmental or regulatory authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to Descartes Trident or the Acquired Ag Assets any Trident Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Mergers and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC and declaration of effectiveness under the Securities Act of 1933, as amended (the “Securities Act”) of the registration statement on Form S-4, including the joint proxy statement/prospectus contained therein, in connection with the issuance by Parent of the Stock Consideration, the Sun Shareholders’ Meeting and the Trident Stockholders’ Meeting (the “Form S-4”); and (B) the filing with the SEC of such reports under, and such other compliance with, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Mergers and the other transactions contemplated by this Agreement; (ii) compliance with and filings under the HSR Act and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any foreign antitrust, competition, investment, trade regulation or similar Laws; (iii) the filing of the Sun Merger Proposal with the Companies Registrar and all other such notices or filings required under the Israeli Companies Law with respect to the consummation of the Sun Merger and the issuance of the Sun Certificate of Merger by the Companies Registrar, the filing of the Trident Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which Trident and Sun are qualified to do business; (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Stock Consideration; (v) such filings with NASDAQ and the NYSE as are required in connection with the Mergers, the listing of the Stock Consideration and the other transactions contemplated hereby, other than ; (ivi) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade Parent IIA Undertaking; (collectively, vii) the “Antitrust Laws”), (ii) filings to transfer Permits application for and Environmental Permits required for the operation receipt of the Ag Business ISA Offering No-Action Letter; and (iiiviii) such consentsother Consents the absence of which would not, waiversindividually or in the aggregate, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, have had and would not constitute an Ag Business reasonably be expected to have a Trident Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement Effect or otherwise, for prevent or materially delay the consummation of the Ag Acquisition or the other transactions contemplated herebyMergers.

No Conflicts; Consents. (a) Neither the execution, execution and delivery and performance by Beeville of this Agreement by Descartes nor and the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, related documents nor the consummation of the transactions contemplated hereby and thereby and or thereby, nor compliance by Descartes and its applicable Subsidiaries Beeville with any of the terms provisions hereof and or thereof, will will, assuming that the Beeville Regulatory Approvals and the Beeville Shareholder Approval are duly obtained, (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Personviolate, (ii) conflict with, require consent or notification under, or result in a breach of any violation or breach provision of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) a default under, or give rise to result in the termination of, or result in the loss of any benefit or creation of any right on the part of terminationany third party under, cancellationor accelerate the performance required by, modification, notification or result in a right of termination or acceleration of any obligation under any Ag Material Contractof, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lienlien, other than Permitted Liens, charge or encumbrance upon any of the Acquired Ag Assetsmaterial properties or assets of Beeville or any of its Subsidiaries under any of the terms, conditions or provisions of (1) the Organizational Documents of Beeville or any of its Subsidiaries or (2) except as set forth in Section 3.4(a) of the case Beeville Disclosure Schedules, any note, bond, mortgage, indenture, deed of clauses trust, license, lease, agreement or other instrument or obligation to which Beeville or any of its Subsidiaries is a party or by which it may be bound, or to which Beeville or any of its Subsidiaries or any of the properties or assets of Beeville or any of its Subsidiaries may be subject, or (ii) violate any law, statute, code, ordinance, rule, regulation, permit, concession, grant, franchise or any judgment, ruling, order, writ, injunction or decree applicable to Beeville or any of its Subsidiaries or any of their respective properties or assets, except, with respect to clause (ii), (iii) and (iv) for such violations, conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that breaches or defaults which either individually or in the aggregate would not constitute an Ag Business have or be reasonably likely to have a Material Adverse EffectEffect on Beeville or any of its Subsidiaries. (b) No Except for the Beeville Regulatory Approvals, the Beeville Shareholder Approval and as set forth in Section 3.4(b) of the Beeville Disclosure Schedules (the items so set forth therein collectively, the “Required Consents”), no consent, approval, notice, license, permit, order or authorization of or registration, declaration or filing with any Governmental Entity Person is required to be obtained or made by Beeville or with respect to Descartes or the Acquired Ag Assets any of its Subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or and the related documents to which they are a party and the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits hereby and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebythereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Merger Sub of this Agreement and the Plan of Merger do not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes thereunder and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby Merger and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, other Transactions will not (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Personcontravene, (ii) conflict with, require consent or notification under, or result in any violation or breach ofof any provision of the memorandum and articles of association of Parent or Merger Sub; (ii) assuming compliance with the matters referred to in Section ‎4.03(b), contravene, conflict with or result in a violation or breach of any Law or Judgment, in each case, applicable to Parent or Merger Sub or their respective properties or assets; (iii) assuming compliance with the matters referred to in Section ‎4.03(b), require any payment to or consent or other action by, or notice to, any Person under, constitute a breach or default (or constitute an event that, with or without notice or lapse of time or both, would constitute a breach or default) a default of or under, or give rise to any right of cause or permit the termination, cancellation, modification, notification acceleration or acceleration other change of any right or obligation or the loss of any benefit to which Parent or Merger Sub is entitled under any Ag Material Contract, (iii) assuming the making provision of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Contract or any Ag Business Permit of Parent or Merger Sub; or (iv) result in the creation or imposition of any LienLien on any asset of Parent or Merger Sub, other than Permitted Lienswith only such exceptions, upon any of the Acquired Ag Assets, except in the case of each of clauses (ii) through (iv), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that as would not constitute an Ag Business reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (b) No Approval Permit of or from any Governmental Entity is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or the Plan of Merger, its performance of its obligations hereunder or thereunder, or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyTransactions, other than (i) in respect (A) the filing by Parent and Merger Sub of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions the Schedule 13E-3 with the purpose or effect of monopolization or restraint of trade SEC and (collectivelyB) such other compliance by the Parent and Merger Sub with the Exchange Act, the “Antitrust Laws”)Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Plan of Merger, the Merger and the other Transactions; (ii) filings to transfer Permits executing and Environmental Permits required for delivering the operation Plan of the Ag Business and Merger; (iii) compliance with the Nasdaq rules and regulations, (iv) the Requisite Regulatory Approvals; and (v) such consentsother matters that, waiversindividually or in the aggregate, approvals, licenses, authorizations, Permits, filings or notifications which, if have not obtained or made, had and would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by such Stockholder of this Agreement (including by Descartes nor joinder) do not, the executionexecution and delivery by such Stockholder of each Ancillary Agreement to which it is, delivery or is specified to be, a party will not, and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries such Stockholder with the terms hereof and thereof, thereof will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) not conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material Contractperson under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of such Stockholder (including the Shares) under, except any provision of (i) if such Stockholder is not a natural person, the certificate of incorporation, bylaws or equivalent organizational documents of such Stockholder, (ii) any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement, whether in written or electronic form, including any agreement entered into via “click-through” or similar online terms (a “Contract”) to which such Stockholder is a party or by which any of its properties or assets is bound or (iii) any judgment, order or decree (“Judgment”) or controlling applicable federal, state, and local statutes, regulations, ordinances, official guidance, official interpretations, and administrative rules and orders, as well as all applicable final, non-appealable judicial opinions (“Applicable Law”) applicable to such Stockholder or its properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a material adverse effect on the ability of such Stockholder to perform its obligations under this Agreement and the Ancillary Agreements or on the ability of such Stockholder to consummate the Merger and the other transactions contemplated hereby (a “Stockholder Material Adverse Effect. ”). No consent, approval, license, permit, order or authorization (b“Consent”) No Approval of of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets such Stockholder in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Ag Acquisition Merger or the other transactions contemplated hereby and thereby, other than those that may be required solely by reason of Purchaser's (as opposed to any other third party's) participation in the Merger and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with hereby and by the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyAncillary Agreements.

No Conflicts; Consents. (a) Neither The execution and delivery by each Ashland Party of each Transaction Agreement to which it is a party do not, the executionexecution and delivery of each Ancillary Agreement to which it is specified to be a party will not, delivery and performance of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby Transactions to be consummated by it under the Transaction Agreements and thereby the Ancillary Agreements and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such PersonTransaction Agreements and the Ancillary Agreements will not, (ii) conflict with, require consent or notification under, or result in any breach or violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancelation or acceleration of any obligation under any Ag Material Contractor to loss of a material benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Ashland or any Ashland Subsidiary under, except any provision of (i) the Ashland Charter, the Ashland By-laws or the comparable charter or organizational documents of any Ashland Subsidiary, (ii) any contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “Contract”) to which Ashland or any Ashland Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 6.05(b), any judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Law”) applicable to Ashland or any Ashland Subsidiary or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute reasonably be expected to have a material adverse effect on the ability of any Ashland Party to perform its obligations under the Transaction Agreements and the Ancillary Agreements or on the ability of any Ashland Party to consummate the Transactions (an Ag Business “Ashland Material Adverse Effect”). (b) No Approval consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of any competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each, a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Descartes Ashland or the Acquired Ag Assets any Ashland Subsidiary in connection with the execution, delivery and performance of this any Transaction Agreement or Ancillary Agreement or the consummation of the Ag Acquisition and the other transactions contemplated herebyTransactions, other than (i) in respect compliance with and filings under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of any applicable Law or other legal restraint designed to govern competition1976, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade as amended (collectively, the “Antitrust LawsHSR Act”), (ii) filings the filing with the Securities and Exchange Commission (the “SEC”) of (A) a joint registration statement on Form S-4 (the “Ashland Form S-4”) in connection with the issuance by HoldCo of HoldCo Common Stock in connection with the Reorganization Merger (the “HoldCo Share Issuance”) and the issuance by New Ashland Inc. of New Ashland Inc. Common Stock in the Acquisition Merger (the “New Ashland Inc. Share Issuance”), (B) a registration statement on Form S-4 (the “Marathon Form S-4” and, together with the Ashland Form S-4, the “Forms S-4”) in connection with the issuance by Marathon of Marathon Common Stock in connection with the Acquisition Merger (the “Marathon Share Issuance”), (C) a proxy or information statement relating to transfer Permits and Environmental Permits required for the operation approval of the Ag Business Transaction Agreements and the Transactions by Ashland’s shareholders (the “Proxy Statement”) and (D) such reports under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as may be required in connection with the Transaction Agreements, the Ancillary Agreements or the Transactions, (iii) (A) the filing of the Reorganization Articles of Merger with the Secretary of State of the Commonwealth of Kentucky, (B) the filing of the Conversion Articles of Merger with the Secretary of State of the Commonwealth of Kentucky, (C) the filing of the Acquisition Certificate of Merger with the Secretary of State of the State of Delaware and (D) appropriate documents with the relevant authorities of the other jurisdictions in which Ashland is qualified to do business, (iv) such consentsfilings as may be required in connection with Taxes and (v) such other Consents, waiversregistrations, approvals, licenses, authorizations, Permitsdeclarations, filings and permits (A) required solely by reason of the participation of any Marathon Party (as opposed to any third party) in the Transactions or notifications which(B) the failure of which to obtain or make that, if individually or in the aggregate, have not obtained or made, had and would not constitute reasonably be expected to have an Ag Business Ashland Material Adverse Effect. The consent of Dirac is not required, pursuant . (c) Ashland and the Ashland Board have taken all action necessary to (i) render the Ashland Rights inapplicable to the Dirac/Descartes Merger Agreement or otherwiseTransaction Agreements, for the consummation Ancillary Agreements and the Transactions; and (ii) ensure that (A) none of the Ag Acquisition Marathon Parties, nor any of their affiliates or associates, is or will become an “Acquiring Person” (as defined in the Ashland Rights Agreement) by reason of the Transaction Agreements, the Ancillary Agreements or the other transactions contemplated herebyTransactions and (B) a “Distribution Date” (as defined in the Ashland Rights Agreement) shall not occur by reason of the Transaction Agreements, the Ancillary Agreements or the Transactions.

No Conflicts; Consents. (a) Neither The execution and delivery by the execution, delivery Parent and performance Merger Sub of this Agreement and the Ancillary Agreements to which it is a party does not, and the performance by Descartes nor the execution, delivery Parent of its obligations hereunder and performance of the Acquisition Documents by Descartes thereunder and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries (in each case, with or without the terms hereof and thereofgiving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate or conflict with the provisions of any provision of the certificate Organizational Documents of incorporation the Parent or bylaws (Merger Sub or other comparable governing documents) of such Person, (ii) violate, breach, conflict withwith or constitute a default, an event of default, or an event creating any additional rights (including rights of amendment, impairment, suspension, revocation, acceleration, termination or cancellation), imposition of additional obligations or resulting in a loss of any rights or require a consent or notification underthe delivery of notice, or result in any violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, modification, notification or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Law or (b)(iii) below, violate any Judgment or Law Permit applicable to any of Descartes, the Parent or Merger Sub or to which the Parent or Merger Sub is a party or a beneficiary or by which the Parent or its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assetsassets are subject, except in the case of clauses clause (ii)) where such violation, (iii) and (iv) for conflictsconflict, violationsbreach, breachesdefault, defaults, terminations, cancellations, accelerations, losses and Liens that event or other item would not constitute an Ag Business Material Adverse Effectreasonably be expected to materially impair or delay the ability of Parent and Merger Sub to perform its obligations under this Agreement and the Ancillary Agreements. (b) No Approval of Permit or Order of, with, or to any Governmental Entity Person is required to be obtained by the Parent or made by or with respect to Descartes or the Acquired Ag Assets Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or and the Ancillary Agreements, the performance of the obligations hereunder and thereunder and the consummation of the Ag Acquisition transactions contemplated hereby and thereby, except where the failure to obtain such Permit or Order would not reasonably be expected to materially impair or delay the ability of the Parent or Merger Sub to perform its obligations under this Agreement and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyAncillary Agreements.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement and any agreements contemplated hereunder to which it is a party by Descartes nor the executionAcquiror and Merger Sub do not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries (in each case, with or without the terms hereof and thereofgiving of notice or lapse of time, or both) will not, (i) violate the provisions of any provision Organizational Documents of the certificate of incorporation or bylaws (or other comparable governing documents) of such PersonAcquiror and Merger Sub, (ii) conflict with, require consent or notification under, or result in any violation or a breach of, or constitute (with or without notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or give rise to any right of terminationcancel, cancellationrequire notice under, modification, notification or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of, except in the case of clauses (ii)or violate or constitute a default under any Contract to which Acquiror and Merger Sub is a party, (iii) violate or conflict with any Law, Authorization or Order applicable to Acquiror and (iv) for conflictsMerger Sub on the Closing Date, violationsor, breachesto the Knowledge of Acquiror and Merger Sub, defaultsresult in the creation of any Liens upon any of the assets owned or used by Acquiror and Merger Sub, terminations, cancellations, accelerations, losses and Liens that except in each such case where such violation or Lien would not constitute an Ag Business reasonably be expected to have a Acquiror Material Adverse Effect. (b) . No Approval of Authorization, Order of, registration, declaration or filing with, or notice to any Governmental Entity is required to be obtained by Acquiror or made by or with respect to Descartes or the Acquired Ag Assets Merger Sub in connection with the execution, execution and delivery and performance of this Agreement or and the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than except for (i) in respect the filing of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions the Agreement of Merger with the purpose or effect California Secretary of monopolization or restraint of trade (collectively, the “Antitrust Laws”), State; (ii) filings to transfer Permits and Environmental Permits required for the operation filing of necessary reports or statements with the Ag Business and SEC; (iii) such filings as may be required under applicable state securities laws and the securities laws of any foreign country; (iv) such filings as may be required under United States and foreign antitrust laws; and (v) such other consents, waivers, approvals, licenses, authorizations, Permitsfilings, filings or notifications approvals and registrations which, if not obtained or made, would not constitute reasonably be expected to have an Ag Business Acquiror Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by Parent and performance Purchaser of this Agreement by Descartes nor the executiondoes not, delivery and performance consummation of the Acquisition Documents by Descartes Merger and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to loss of a material benefit under, or result in the creation of any Ag Material ContractLiens upon any of the properties or assets of Parent or Purchaser under, any provision of (i) Parent's certificate of formation or operating agreement or Purchaser's certificate of incorporation or bylaws, (ii) any Contract to which Parent or Purchaser is a party or by which any of their respective properties or assets is bound or (iii) assuming the making of subject to the filings and obtaining of the related approval other matters referred to in clause (b)(iSection 4.04(b), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Parent or any Ag Business Permit Purchaser or (iv) result in the creation of any Lientheir respective properties or assets, other than Permitted Liensthan, upon any of the Acquired Ag Assets, except in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have (ivi) for conflictsa material adverse effect on the business, violationsassets, breachesfinancial condition or results of operations of Parent or Purchaser; provided, defaultshowever, terminationsthat any such effect resulting from (x) changes in factors generally affecting the specific industry or markets in which the Parent and Purchaser compete or changes in United States or global economic or financial market conditions, cancellations(y) changes in United States generally accepted accounting principles or (z) changes or circumstances arising out of or resulting from actions contemplated by the parties in connection with this Agreement or that are attributable to the announcement or performance of this Agreement or the transactions contemplated by this Agreement, accelerationsshall not be considered a Parent or Purchaser Material Adverse Effect or (ii) a material adverse effect on the ability of Parent or Purchaser to perform its respective obligations under this Agreement, losses including the consummation of the Merger and Liens that would not constitute an Ag Business the transactions contemplated hereby (as applicable, a "Parent Material Adverse Effect" or a "Purchaser Material Adverse Effect"). (b) No Approval of Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Purchaser in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions the filing with the purpose or effect SEC of monopolization or restraint (A) the Schedule 13E-3 and (B) such reports under Sections 13 and 16 of trade (collectivelythe Exchange Act, as may be required in connection with this Agreement, the “Antitrust Laws”)Merger and the transactions contemplated hereby, (ii) filings to transfer Permits and Environmental Permits required for the operation filing of the Ag Business and Certificate of Merger with the office of the Secretary of State of the State of Delaware, (iii) compliance with and such consentsfilings as may be required under applicable environmental Laws, waivers(iv) such filings as may be required in connection with the taxes described in Section 6.08, approvals(v) filings under any applicable state takeover Law or state securities or "blue sky" Laws, licenses, authorizations, Permits, (vi) filings or notifications whichin connection with the premerger notification requirement of the HSR Act, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant applicable to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyhereby and (vii) such filings as may be required in connection with the Financing defined and described in Section 4.06.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by RN Parent and performance RN Sub of this Agreement do not, the execution and delivery by Descartes nor the executionRN Parent and RN Sub of each Transaction Document to which it is specified to be a party will not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes RN Parent and its applicable Subsidiaries RN Sub with the terms hereof of this Agreement and thereofthe Transaction Documents to which it is specified to be a party will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material ContractPerson under, (iii) assuming or result in the making creation of any Lien upon any of the filings and obtaining RN Contributions under, any provision of (i) the related approval referred to in clause (b)(i), (b)(ii) Organizational Documents of RN Parent or its subsidiaries or (b)(iiiii) below, violate any Judgment or Law applicable to any of Descartes, RN Parent or its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business subsidiaries or any Ag Business Permit their respective properties or (iv) result in the creation of any Lienassets, other than Permitted Liensthan, upon any of the Acquired Ag Assets, except in the case of clauses clause (ii)) above, (iii) any such items that, individually or in the aggregate, have not had, and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) reasonably be expected to have, a material adverse effect on the business of RN Parent. No Approval of Consent of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to Descartes RN Parent or the Acquired Ag Assets its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Document or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits hereby and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebythereby.

No Conflicts; Consents. (a) Neither The execution and delivery by the execution, delivery and performance Parent of this Agreement by Descartes nor the executionAgreement, delivery does not, and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby Transactions and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material Contractperson under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of the Parent under, except any provision of (i) the Parent Charter or Parent Bylaws, (ii) any material Contract to which the Parent is a party or by which any of its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 4.05(b), any material Judgment or material Law applicable to the Parent or its properties or assets, other than, in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. (b) . No Approval of Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Parent in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and Transactions, other than the other transactions (A) filing with the SEC of a Current Report on Form 8-K disclosing the Transactions contemplated hereby, other than including all required exhibits thereto; (iB) filings under state “blue sky” laws, as each may be required in respect connection with this Agreement and the Transactions; (C) the listing of any applicable Law or other legal restraint designed the Parent Conversion Shares with The NASDAQ Capital Market pursuant to govern competition, trade regulation or foreign investment or a Listing of Additional Shares Application with The NASDAQ Stock Market LLC (“NASDAQ Listing Approval”) and (D) the approval of the Parent’s stockholders pursuant to prohibit, restrict or regulate actions with the purpose or effect Rule 5635 of monopolization or restraint of trade The NASDAQ Stock Market LLC (collectively, the “Antitrust LawsParent Stockholder Approval”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, execution and delivery and performance by Parent of this Agreement by Descartes or the Transaction Documentation to which it is a party, nor the execution, delivery and performance consummation by Parent of the Acquisition Documents transactions contemplated hereby or thereby will (a) conflict with or violate any provision of the Parent Charter, as amended to date, or the Parent Bylaws, as amended to date, (b) require on the part of Parent any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, other than filing of Form D with the SEC and any applicable state securities filings with respect to the offering of the Shares, which will be completed by Descartes Parent following the Closing, and its applicable Subsidiaries party theretoexcept for such permits, nor authorizations, consents and approvals as to which the failure to obtain or make the same would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Personhereby, (iic) conflict with, require consent or notification under, or result in any violation or a breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or give rise cancel, or require any notice, consent or waiver under, any contract or instrument to which Parent is a party or by which Parent is bound or to which any right of its assets is subject, except, in the case of the foregoing clause (c), for any conflict, breach, default, acceleration, termination, cancellationmodification or cancellation which would not reasonably be expected to have a Parent Material Adverse Effect and would not reasonably be expected to adversely affect the consummation of the transactions contemplated hereby or any notice, modification, notification consent or acceleration waiver the absence of any obligation under any Ag which would not have a Parent Material ContractAdverse Effect and would not adversely affect the consummation of the transactions contemplated hereby, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (ivd) result in the creation imposition of any Lien, other than Permitted Liens, security interest upon any material assets of the Acquired Ag AssetsParent or (e) violate any federal, except state, local, municipal, foreign, international, multinational, Governmental Entity or other constitution, law, statute, ordinance, principle of common law, rule, regulation, code, governmental determination, order, writ, injunction, decree, treaty, convention, governmental certification requirement or other public limitation, U.S. or non-U.S., including Tax and U.S. antitrust laws applicable to Parent, except, in the case of clauses the foregoing clause (iie), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that such violation would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse Effect. (b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets in connection with the execution, delivery and performance of this Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor Seller does not, and the execution, execution and delivery and performance of the Acquisition Other Transaction Documents by Descartes Seller will not, and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms and conditions hereof and thereof, thereof will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation or breach of, or constitute not (with or without notice or lapse of time time, or both) (i) conflict with or violate any provision of the Certificate of Incorporation or By-Laws of Seller, (ii) conflict with or violate any Law applicable to Seller or by which any of the Acquired Assets or Seller is bound or affected, (iii) contravene, conflict with or result in any breach of or result in a default (or an event which with the giving of notice or lapse of time or both would reasonably be expected to become a default) under, or give rise to others any right of termination, cancellationamendment, modification, notification acceleration or acceleration cancellation or modification of or the exercise of any obligation remedy under, any Transferred Contract to which Seller is a party or by which Seller is bound or to which any Acquired Asset is subject or under which Seller has any Ag Material Contractrights or the performance of which is guaranteed by Seller, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of a Lien on any Lien, of the Acquired Assets or Transferred Contracts (other than Permitted Liens), upon or (iv) contravene, conflict with or result in a violation of any of the Acquired Ag Assetsterms or requirements of, except or give any Governmental Entity the right to revoke, withdraw, suspend, cancel, terminate or modify, any filing, permit, authorization, consent, approval, right or order that is to be included in the case of clauses (ii), (iii) Acquired Assets or is held by Seller and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effectrelates to the Acquired Assets. (b) No Approval Except as set forth in Section 3.02(b) of the Seller Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any person, including any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Seller in connection with the execution, delivery and performance of this Agreement Agreement, the Other Transaction Documents or the consummation of the Ag Acquisition and the other transactions contemplated hereby, hereby or thereby other than (i) those that may be required solely by reason of Purchaser’s or any Affiliate of Purchaser’s (as opposed to any other third party’s) participation in respect of any applicable Law the transactions contemplated hereby or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with by the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)Other Transaction Documents, (ii) filings compliance with any filings, approvals or notices required under applicable Law related to the transfer Permits and Environmental Permits required for the operation of the Ag Business Transferred Product Registrations, and (iii) such consents, waivers, approvals, licenses, permits, orders, authorizations, Permitsregistrations, declarations and filings or notifications the absence of which, if not obtained or madethe failure to make or obtain which, individually or in the aggregate, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant be material to the Dirac/Descartes Merger Agreement or otherwiseProduct Business, for the consummation of the Ag Acquisition Product or the other transactions contemplated herebyAcquired Assets.

No Conflicts; Consents. (a) Neither the execution, execution and delivery and performance of this Agreement by Descartes nor the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, Parent or Merger Sub nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with hereby, including the terms hereof and thereofMerger, will (i) violate or conflict with or result in any breach of any provision of the certificate respective Charter Documents of incorporation Parent or bylaws (or other comparable governing documents) of such PersonMerger Sub, (ii) assuming all consents, approvals and authorizations contemplated by clauses (i) through (ii) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law, (iii) violate or conflict with, require consent or notification under, or result in a breach of any violation or breach provision of, or constitute (with require any consent, waiver or without notice approval or lapse of time or both) result in a default under, or give rise to any right of termination, cancellation, modification, notification modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any obligation under Contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any Ag Material Contractof its or their respective properties or assets may be bound, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iiiiv) below, violate any Judgment Governmental Order or Law applicable to Parent or Merger Sub or by which any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assetstheir respective assets are bound, except in the case of clauses (ii) through (iv), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that which would not constitute an Ag Business Material Adverse Effectprevent or materially delay consummation of the transactions contemplated hereby. (b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets in connection with the The execution, delivery and performance of this Agreement or by each of Parent and Merger Sub and the consummation of the Ag Acquisition and the other transactions contemplated herebyhereby and thereby, other than including the Merger, by each of Parent and Merger Sub do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) in respect the filing of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions the Articles of Merger with the purpose or effect Secretary of monopolization or restraint State of trade (collectively, the “Antitrust Laws”), States of South Carolina and Delaware and (ii) filings any such consent, approval, authorization, permit, filing, or notification the failure of which to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings make or notifications which, if not obtained or made, obtain would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement prevent or otherwise, for the materially delay consummation of the Ag Acquisition or the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither Except as set forth on Section 4.4(a) of the executionParent Disclosure Letter and assuming compliance with the applicable provisions of the DGCL, the HSR Act, if applicable, any applicable filing, notification or approval in any foreign jurisdiction required by Antitrust Laws, and the rules and regulations of Nasdaq, the execution and delivery and performance of this Agreement by Descartes nor Parent, Acquisition Sub and Merger Sub, as applicable, does not, and the executionperformance by Parent, delivery Acquisition Sub, and performance Merger Sub, as applicable, of the Acquisition Documents by Descartes their respective obligations hereunder and its applicable Subsidiaries party thereto, nor thereunder and the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofwill not, will (i) violate conflict with, or result in any violation of any provision of, the Parent Charter, the Parent Bylaws or the comparable charter or organizational documents of any Parent Subsidiary (assuming that the certificate Parent Stockholder Approval is obtained, that Parent, in its capacity as sole stockholder of incorporation or bylaws (or other comparable governing documents) Acquisition Sub, adopts this Agreement, and that Acquisition Sub, in its capacity as sole stockholder of such PersonMerger Sub, adopts this Agreement), (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under any Ag Material Contractobligation, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable give rise to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business obligation to make an offer to purchase or redeem any Indebtedness or capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, Lien (other than Permitted Liens, ) upon any of the Acquired Ag Assetsproperties or assets of Parent or any Parent Subsidiary under, except any provision of any Parent Material Contract or any material Parent Permit or (iii) conflict with, or result in any violation of any provision of, subject to the filings and other matters referred to in Section 4.5(b), any Judgment or Law, in each case, applicable to Parent or any Parent Subsidiary or their respective properties or assets (assuming that the Parent Stockholder Approval is obtained, that Parent, in its capacity as sole stockholder of Acquisition Sub, adopts this Agreement, and that Acquisition Sub, in its capacity as sole stockholder of Merger Sub, adopts this Agreement), other than, in the case of clauses (ii), ) or (iii) above, any matters that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Parent Material Adverse EffectEffect and would not prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby and thereby. (b) No Approval To the Knowledge of Parent, no Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity Entity, is required to be obtained or made by or with respect to Descartes Parent or the Acquired Ag Assets any Parent Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions (A) the filing with the purpose or effect SEC of monopolization or restraint the Joint Proxy Statement/Prospectus in definitive form, (B) the filing with the SEC, and declaration of trade effectiveness under the Securities Act of the Form S-4, and (collectivelyC) the filing with the SEC of such reports and other filings under, and such other compliance with, the “Antitrust Laws”)Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, and the transactions contemplated hereby, (ii) compliance with and filings to transfer Permits under the HSR Act and Environmental Permits required for the operation of the Ag Business and any other applicable Antitrust Laws, (iii) receipt of the Parent Stockholder Approval, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the filing of appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (v) such consentsConsents, waiversregistrations, approvalsdeclarations, licensesnotices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the shares of Parent Common Stock to be issued as the Merger Consideration, authorizations, Permits, (vi) such filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent with and approvals of Dirac is not required, pursuant Nasdaq as are required to the Dirac/Descartes Merger Agreement or otherwise, for permit the consummation of the Ag Acquisition Merger and the listing of the shares of Parent Common Stock to be issued as the Merger Consideration and (vii) such other matters that, individually or in the other aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect and would not prevent or materially impede, interfere with, hinder or delay the consummation of the transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor GPE, Holdco and Merger Sub does not, and the executionperformance by each of GPE, delivery Holdco and performance Merger Sub of the Acquisition Documents by Descartes its covenants and its applicable Subsidiaries party thereto, nor agreements hereunder and the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with hereby, including the terms hereof and thereofMergers, will not, (i) violate any provision of subject to obtaining the certificate of incorporation or bylaws (or other comparable governing documents) of such PersonGPE Shareholder Approval, (ii) conflict with, require consent or notification under, or result in any violation or breach of any provision of, the Organizational Documents of GPE, (ii) subject to obtaining the Consents set forth in Section 4.05(a)(ii) of the A&R GPE Disclosure Letter (the “GPE Required Consents” and, together with the Westar Required Consents, the “Required Consents”), conflict with, result in any violation of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any material obligation under any Ag Material Contractor to the loss of a material benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, a Lien upon any of the Acquired Ag Assetsrespective properties or assets of GPE, any GPE Subsidiary, Holdco or Merger Sub pursuant to, any Contract to which GPE, any GPE Subsidiary, Holdco or Merger Sub is a party or by which any of their respective properties or assets is bound or any Permit applicable to the business of GPE, any GPE Subsidiary, Holdco or Merger Sub or (iii) subject to obtaining the GPE Shareholder Approval and the Consents referred to in Section 4.05(b) and making the Filings referred to in Section 4.05(b), conflict with, or result in any violation of any provision of, any Judgment or Law, in each case, applicable to GPE, any GPE Subsidiary, Holdco or Merger Sub or their respective properties or assets, except for, in the case of the foregoing clauses (ii), (iii) and (iv) for conflictsiii), violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens any matter that would not constitute an Ag Business have or would not reasonably be expected to have, individually or in the aggregate, a GPE Material Adverse EffectEffect and would not prevent or materially impede, interfere with or delay the consummation of the transactions contemplated hereby, including the Mergers. (b) No Approval Consent of or from, or Filing made to or with, any Governmental Entity Entity, is required to be obtained or made by GPE, any GPE Subsidiary or with respect to Descartes or the Acquired Ag Assets any other Affiliate of GPE in connection with the executionGPE’s, Holdco’s and Merger Sub’s execution and delivery and performance of this Agreement or their performance of their covenants and agreements hereunder or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than including the Mergers, except for the following: (i) (1) the filings with the SEC, in respect preliminary and definitive form, of the Proxy Statement/Prospectus and (2) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act, or the Securities Act, and rules and regulations of the SEC promulgated thereunder, as may be required in connection with this Agreement or the Mergers; (ii) compliance with, Filings under and the expiration or termination of any applicable Law waiting period under the HSR Act, and such other Consents or Filings as are required to be made or obtained under any other legal restraint designed to govern competitionAntitrust Law; (iii) (1) Filing with, trade regulation or foreign investment or to prohibitand the Consent of, restrict or regulate actions with the purpose or effect FERC under Section 203 of monopolization or restraint the FPA, (2) Filings with, and the Consent of, the NRC, (3) Filings with, and the Consent of, the KCC and the MPSC and (4) the Filings and Consents set forth in Section 4.05(b)(iii) of trade the A&R GPE Disclosure Letter (the Consents and Filings set forth in Section 4.05(b)(ii) and this Section 4.05(b)(iii), collectively, the “Antitrust LawsGPE Required Statutory Approvals” and, together with the Westar Required Statutory Approvals, the “Required Statutory Approvals”), ; (iiiv) filings to transfer Permits and Environmental Permits required for the operation GPE Required Consents; (v) the filing of the Ag Business GPE Articles of Merger with the Secretary of State of the State of Missouri and appropriate documents with the relevant authorities of the other jurisdictions in which GPE and Westar are qualified to do business; (vi) compliance with and filings required under (1) the rules and regulations of the NYSE and (iii2) applicable state securities, “blue sky” or takeover Laws and applicable foreign securities Laws; (vii) Filings and Consents as are required to be made or obtained under state or federal property transfer Laws or Environmental Laws; and (viii) such consents, waivers, approvals, licenses, authorizations, Permits, filings other Filings and Consents the failure of which to make or notifications which, if not obtained or made, obtain would not constitute an Ag Business have or would not reasonably be expected to have, individually or in the aggregate, a GPE Material Adverse Effect. The consent of Dirac is Effect and would not requiredprevent or materially impede, pursuant to the Dirac/Descartes Merger Agreement interfere with or otherwise, for delay the consummation of the Ag Acquisition or the other transactions contemplated herebyGPE Merger.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor the executionSeller does not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries Seller will not conflict with the terms hereof and thereof, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default under (with or without notice or lapse of time or both) a default under), or give rise to any a right of termination, cancellation, modification, notification modification or acceleration of any material obligation or loss of any material benefit under, or result in any Lien on the Acquired Company’s or any of its Subsidiaries’ respective properties or assets under (any Ag Material Contractsuch event, a “Conflict”) (iiii) assuming the making provisions of any of the filings and obtaining Organizational Documents of Seller, the Acquired Company or any Subsidiary of the related approval referred to in clause Acquired Company; (b)(i)ii) any Authorization, (b)(ii) or (b)(iii) below, violate any Judgment Order or Law applicable to any of Descartes, its applicable SubsidiariesSeller, the Acquired Ag Assets, the Ag Business Company or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, upon any Subsidiary of the Acquired Ag AssetsCompany, or any of their respective properties or assets, on the date hereof; or (iii) any Material Contract except as set forth on Section 3.5(a) of the Seller Disclosure Schedule, and, in the case of the foregoing clauses (ii), (iii) and (iviii), where such Conflict would not, individually or in the aggregate, reasonably be expected to (x) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) No Approval of any Governmental Entity is required be material to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Company and its Subsidiaries, taken as a whole, or (y) prevent or materially delay or impede the transactions contemplated by this Agreement or materially impair the ability of Seller to perform its obligations under this Agreement. Section 3.5(a) of the Seller Disclosure Schedule sets forth all necessary consents, waivers and approvals of parties to any Material Contracts or any Leases as are required thereunder in connection with the executionAcquisition, delivery or for any such Material Contract or Lease to remain in full force and performance of this Agreement effect without any material limitation, modification or alteration after the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyClosing Date.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by each of Parent and performance Acquisition Co of this Agreement by Descartes nor and, to the execution, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries extent it is a party thereto, nor the Senior Commitment Letter, do not, and the consummation of the Merger and the other transactions contemplated hereby by this Agreement and thereby the Senior Commitment Letter and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to loss of a material benefit under, or result in the creation of any Ag Material ContractLien upon any of the properties or assets of Parent or Acquisition Co or any of their respective subsidiaries under, any provision of (i) the charter or organizational documents of Parent, Acquisition Co or any of their respective subsidiaries, (ii) any Contract to which Parent, Acquisition Co or any of their respective subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) assuming the making of subject to the filings and obtaining of the related approval other matters referred to in clause (b)(iSection 4.04(b), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to Parent, Acquisition Co or any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business their respective subsidiaries or any Ag Business Permit their respective properties or (iv) result in the creation of any Lienassets, other than Permitted Liensthan, upon any of the Acquired Ag Assets, except in the case of clauses (ii), ) and (iii) above, any such items that, individually or in the aggregate, do not and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effectreasonably be expected to (i) impair in any material respect the ability of Parent or Acquisition Co to perform its obligations under this Agreement and, to the extent it is a party thereto, the Senior Commitment Letter or (ii) prevent or materially impede the consummation by Parent or Acquisition Co of the Merger or the other transactions contemplated by this Agreement and the Senior Commitment Letter. (b) No Approval of Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to Descartes Parent, Acquisition Co or the Acquired Ag Assets any of their respective subsidiaries in connection with the execution, delivery and performance of this Agreement or the Senior Commitment Letter or the consummation of the Ag Acquisition and the other transactions contemplated herebyby this Agreement, other than (i) in respect compliance with and filings under the HSR Act or any other applicable Antitrust Laws of any applicable Law or other legal restraint designed to govern competitionforeign jurisdiction, trade regulation or foreign investment or to prohibit(ii) the Exchange Act, restrict or regulate actions (iii) any filings required under the rules and regulations of the NYSE, (iv) the filing of the Certificate of Merger with the purpose Secretary of State of the State of Delaware, (v) such Consents, registrations, declarations or effect filings with any Governmental Entity that generally regulates aspects of monopolization the provision of lottery or restraint gaming systems, products and services in any jurisdiction in which the Company or any Company Subsidiary conducts business, including pursuant to any Lottery Contract with any Governmental Entity, (vi) any filings relating to (A) the approval of trade the increase in the share capital of Guarantor in connection with the Rights Offering by the stockholders of Guarantor (collectively, the “Antitrust LawsGuarantor Stockholder Approval”), (iiB) filings to transfer Permits and Environmental Permits required for the operation extraordinary meeting of the Ag Business stockholders of Guarantor to obtain the Guarantor Stockholder Approval (the “Guarantor Stockholders Meeting”) or (C) the Acquisition Financing (or the Alternate Financing), and (iiivii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if other items that do not obtained or made, and would not constitute an Ag Business Material Adverse Effect. The consent reasonably be expected to, individually or in the aggregate, (A) impair in any material respect the ability of Dirac is not required, pursuant Parent or Acquisition Co to the Dirac/Descartes Merger perform its obligations under this Agreement or otherwise, for (B) prevent or materially impede the consummation of the Ag Acquisition Merger or the other transactions contemplated herebyby this Agreement.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery by MTVN Parent and performance MTVN Sub of this Agreement do not, the execution and delivery by Descartes nor the executionMTVN Parent and MTVN Sub of each Transaction Document to which it is specified to be a party will not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes MTVN Parent and its applicable Subsidiaries MTVN Sub with the terms hereof of this Agreement and thereofthe Transaction Documents to which it is specified to be a party will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Ag Material ContractPerson under, (iii) assuming or result in the making creation of any Lien upon any of the filings and obtaining MTVN Contributions under, any provision of (i) the related approval referred to in clause (b)(i), (b)(ii) Organizational Documents of MTVN Parent or its subsidiaries or (b)(iiiii) below, violate any Judgment or Law applicable to any of Descartes, MTVN Parent or its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business subsidiaries or any Ag Business Permit their respective properties or (iv) result in the creation of any Lienassets, other than Permitted Liensthan, upon any of the Acquired Ag Assets, except in the case of clauses clause (ii)) above, (iii) any such items that, individually or in the aggregate, have not had, and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) reasonably be expected to have, a material adverse effect on the business of MTVN Parent. No Approval of Consent of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by or with respect to Descartes MTVN Parent or the Acquired Ag Assets its subsidiaries in connection with the execution, delivery and performance of this Agreement or any Transaction Document or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits hereby and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebythereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement and the Ancillary Agreements by Descartes nor the executionBuyer does not, delivery and the performance by the Buyer of the Acquisition Documents by Descartes its obligations hereunder and its applicable Subsidiaries party thereto, nor thereunder and the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries (in each case, with or without the terms hereof and thereofgiving of notice or lapse of time, or both) will not, directly or indirectly, (i) violate the provisions of any provision of the certificate Organizational Documents of incorporation or bylaws (or other comparable governing documents) of such Personthe Buyer, (ii) conflict with, require consent or notification under, or result in any violation or breach of, violate or constitute (with a default, an event of default or without notice or lapse an event creating rights of time or both) a default underacceleration, or give rise to any right of termination, cancellation, modification, notification imposition of additional obligations or acceleration loss of any obligation rights under any Ag Material Contract, Contract to which the Buyer is a party or (iii) assuming compliance by the making of Buyer with the filings and obtaining of the related approval matters referred to in clause (b)(iSection 4.3(b), (b)(ii) violate or (b)(iii) belowconflict with any Law, violate any Judgment Permit or Law Order applicable to the Seller or give any of Descartes, its applicable Subsidiaries, Governmental Entity or other Person the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, upon right to challenge any of the Acquired Ag Assetstransactions contemplated by this Agreement or the Ancillary Agreements or to exercise any remedy, obtain any relief under or revoke or otherwise modify any rights held under, any such Law, Permit or Order, except in the case of clauses (iii), (iiiii) and (iviii) for conflictswhere such violation, violationsdefault, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that event or other item would not constitute an Ag Business Material Adverse Effectreasonably be expected materially to impair or delay the ability of Buyer to perform its obligations under this Agreement or the Ancillary Agreements, including the ability to pay the Earnout Payment in accordance with Annex II. (b) No Approval of Permit or Order of, registration, declaration or filing with, or notice to any Governmental Entity Person is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Buyer in connection with the execution, execution and delivery and performance of this Agreement or and the Ancillary Agreements, the performance by the Buyer of its obligations hereunder and thereunder and the consummation of the Ag Acquisition transactions contemplated hereby and thereby, except for any such Permits, Orders, registrations, declarations, filings and notices the failure to obtain which would not reasonably be expected to materially impair the ability of Buyer to perform its respective obligations under this Agreement and the other transactions contemplated herebyAncillary Agreements to which Buyer is a party, other than (i) including the ability to pay the Earnout Payment in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions accordance with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebyAnnex II.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by UABRF of this Agreement by Descartes nor and the executionAncillary Documents to which UABRF is or will be a party do not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries UABRF with the terms provisions hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Personcontravene, (ii) conflict with, require consent or notification under, or result in any violation or a breach of, or constitute a default (with or without notice or lapse of time time, or both) a default underunder or violation of, or give rise to any right of termination, cancellation, modification, notification or acceleration of any obligation under any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any LienEncumbrance pursuant to, other than Permitted Liens, upon (i) any provision of the Acquired Ag Assetscharter documents of UABRF, (ii) any judgment, order, decree, rule, law or regulation of any court or governmental authority, foreign or domestic, applicable to UABRF or to the Technology, except in where any such contravention, conflict, breach or default could not reasonably be expected to have a material adverse effect on Fluidigm’s rights under the case of clauses (ii), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets in connection with the execution, delivery and performance of this New License Agreement or the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consentsany provision of any agreement, waivers, approvals, licenses, authorizations, Permits, filings instrument or notifications which, if not obtained understanding to which UABRF is a party or made, would not constitute an Ag Business Material Adverse Effectby which UABRF is bound or any of [***] Information has been omitted and filed separately with the Securities and Exchange Commission. The consent of Dirac is not required, pursuant Confidential treatment has been requested with respect to the Dirac/Descartes Merger omitted portions. the Technology is affected, except where such any such contravention, conflict, breach or default could not reasonably be expected to have a material adverse effect on Fluidigm’s rights under the New License Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated hereby, nor will such actions give to any other person or entity any interests or rights of any kind, including rights of termination, acceleration or cancellation, in or with respect to any of the Technology, or result in the creation of any Encumbrance on any of the Technology. No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or any governmental authority is required to be obtained on the part of the UABRF to permit the consummation of the transactions contemplated by this Agreement or the Ancillary Documents.

No Conflicts; Consents. (a) Neither Except as set forth in Section 3.02(a) of the executionschedule dated the date of this Agreement from Seller to Buyer (the "Seller Disclosure Schedule"), the execution and delivery and performance of this Agreement by Descartes nor Seller and Seller Subsidiary do not, and the execution, execution and delivery and performance of the Acquisition other Transaction Documents by Descartes Seller will not, and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby by Seller, Seller Subsidiary and the Seller Entities and thereby by Seller and compliance by Descartes and its applicable Subsidiaries with the terms hereof by Seller, Seller Subsidiary and thereofthe Seller Entities and thereof by Seller will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under or to the loss of any Ag Material Contractmaterial benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lienlien, claim, encumbrance, security interest, option, charge or restriction of any kind ("Liens") other than a Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Seller, except Seller Subsidiary, the Company, the Company Subsidiary or any Seller Entity under any provision of (i) the Memorandum or Articles of Association of Seller or the comparable governing instruments of Seller Subsidiary, any Seller Entity, the Company and the Company Subsidiary, (ii) any note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Seller, Seller Subsidiary, any Seller Entity, the Company or the Company Subsidiary is a party or by which any of their respective properties or assets are bound or (iii) any judgment, order or decree, or statute, law, ordinance, rule or regulation applicable to Seller, Seller Subsidiary, any Seller Entity, the Company or the Company Subsidiary or their respective properties or assets, other than, in the case of clauses (ii), ) and (iii) and (iv) for conflictsabove, violationsany such items that, breachesindividually or in the aggregate, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business have a Company Material Adverse EffectEffect or materially affect or delay the ability of Seller to consummate the transactions contemplated by this Agreement and the other Transaction Documents. (b) No Approval Except as set forth in Section 3.02(b) of the Seller Disclosure Schedule, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Descartes Seller, Seller Subsidiary, any Seller Entity, the Company or the Acquired Ag Assets Company Subsidiary in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents or the consummation of the Ag Acquisition and the other transactions contemplated hereby, hereby or thereby other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions compliance with and filings under the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)HSR Act, (ii) compliance with and filings to transfer Permits and notifications under applicable Environmental Permits required for the operation of the Ag Business Laws and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent those that may be required solely by reason of Dirac is not required, pursuant Buyer's (as opposed to any other third party's) participation in the Dirac/Descartes Merger transactions contemplated by this Agreement or otherwise, for the consummation of the Ag Acquisition or and the other transactions contemplated herebyTransaction Documents.

No Conflicts; Consents. (a) Neither the The execution, delivery and performance by Parent of this Agreement by Descartes nor and the execution, delivery and performance of the other Acquisition Documents by Descartes to which it is a party, and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby thereby, do not and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will not: (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, with or result in any a violation or breach of, or default under, any provision of the Organizational Documents of Parent; (ii) assuming compliance with the HSR Act and any applicable Non-U.S. Competition Law, result in a violation or breach of any provision of any Applicable Law or Governmental Order applicable to Parent, its business, KalVista, the Program or the Purchased Assets; (iii) except as set forth in Section 4.3(a) of the Updated Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute (a default or an event that, with or without notice or lapse of time or both) , would constitute a default under, or give rise to any right of termination, cancellation, modification, notification or result in the acceleration of or create in any obligation under Third Party the right to accelerate, terminate, modify or cancel any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business Contract or any Ag Business Permit KalVista Permit; or (iv) result in the creation or imposition of any Lien, Encumbrance other than Permitted LiensEncumbrances on the Purchased Assets. No consent, upon any of the Acquired Ag Assetsapproval, except in the case of clauses (ii)Permit, (iii) and (iv) for conflictsGovernmental Order, violationsdeclaration or filing with, breaches11 Note to Draft: [***] or notice to, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effect. (b) No Approval of any Governmental Entity Authority is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets Parent in connection with the execution, execution and delivery and performance of this Agreement or any of the other Acquisition Documents and the consummation of the Ag Acquisition transactions contemplated hereby and thereby, except for such filings as may be required under the HSR Act and any comparable filings under comparable Non-U.S. Competition Law, and the expiration of the waiting periods thereunder. No state takeover statute (including Section 203 of the General Corporation Law of the State of Delaware) or similar Applicable Law applies or purports to apply to the transactions contemplated by this Agreement and the other Transaction Documents or any of the other transactions contemplated hereby, other than (i) in respect of any applicable Law hereby or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition or the other transactions contemplated herebythereby.]

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by Ticketmaster of this Agreement does not, and the performance by Descartes nor the execution, delivery it of its obligations hereunder and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Merger and the other transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthis Agreement will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to a requirement to obtain any Consent or a right of payment, termination, cancellation, modification, notification cancellation or acceleration of any obligation, any obligation under to make an offer to purchase or redeem any Ag Material Contract, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) Indebtedness or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business capital stock or any Ag Business Permit loss of a material benefit under, or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the Acquired Ag Assetsproperties or assets of Ticketmaster or any Ticketmaster Subsidiary under, except any provision of (i) the Ticketmaster Certificate, the Ticketmaster Bylaws or the comparable charter or organizational documents of any Ticketmaster Subsidiary (assuming that the Ticketmaster Stockholder Approval is obtained), (ii) any Contract to which Ticketmaster or any Ticketmaster Subsidiary is a party or by which any of their respective properties or assets is bound or any Ticketmaster Permit or (iii) subject to the filings and other matters referred to in Section 4.5(b), any Judgment or Law, in each case, applicable to Ticketmaster or any Ticketmaster Subsidiary or their respective properties or assets (assuming that the Ticketmaster Stockholder Approval is obtained), other than, in the case of clauses (ii), ) and (iii) above, any matters that, individually or in the aggregate, have not had and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business reasonably be expected to have a Ticketmaster Material Adverse EffectEffect or prevent or materially delay the consummation of the Merger. (b) No Approval Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to Descartes Ticketmaster or the Acquired Ag Assets any Ticketmaster Subsidiary in connection with the execution, execution and delivery and performance of this Agreement or its performance of its obligations hereunder or the consummation of the Ag Acquisition Merger and the other transactions contemplated herebyby this Agreement, other than (ii)(A) the filing with the SEC of the Joint Proxy Statement in respect definitive form, (B) the filing with the SEC, and declaration of effectiveness under the Securities Act, of the Form S-4, and (C) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) compliance with and filings under the HSR Act, and such other compliance, Consents, registrations, declarations, notices or filings as are required to be observed, made or obtained under any applicable Law or other legal restraint designed to govern foreign antitrust, competition, investment, trade regulation or foreign investment similar Laws, including merger control clearance in the UK or to prohibitCompetition Commission under the Enterprise Xxx 0000, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”), (ii) filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation filing of the Ag Acquisition Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which Live Nation and Ticketmaster are qualified to do business, (iv) such Consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” laws of various states in connection with the issuance of the Merger Consideration, (v) such Consents from, or registrations, declarations, notices or filings made to or with, any Governmental Entities (other than with respect to securities, antitrust, competition, investment, trade regulation or similar Laws), in each case as may be required in connection with this Agreement, the Merger or the other transactions contemplated herebyby this Agreement and are required with respect to mergers or business combinations of telecommunications companies generally, (vi) such filings with and approvals of the NYSE as are required to permit the consummation of the Merger and the listing of the Merger Consideration and (vii) such other Consents that, individually or in the aggregate, have not had and would not reasonably be expected to have a Ticketmaster Material Adverse Effect or prevent or materially delay the consummation of the Merger.

No Conflicts; Consents. (a) Neither The execution and delivery by Seller and each other Seller Entity that will, at the executionClosing, delivery and performance be a party to any Transaction Document of this Agreement by Descartes nor and the executionother Transaction Documents does not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Transaction and the other transactions contemplated hereby and thereby and compliance by Descartes Seller and its applicable Subsidiaries each other Seller Entity that will, at the Closing, be a party to any Transaction Document with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, require the consent of or notice to any Person under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under under, or result in the creation of any Ag Material ContractLien (other than Permitted Liens) upon any of the Purchased Assets or any other assets of the Purchased Controlled Companies under, as applicable, any provision of (i) the certificate of incorporation, bylaws and similar governing documents of Seller, any other Asset Selling Entity or any other Seller Entity that will, at the Closing, be a party to any Transaction Document or any Purchased Entity, (ii) any of the Purchased Venture Governing Documents of any Purchased Venture, (iii) assuming the making of the that all Approvals described in Section 3.4(b) have been obtained and all filings and obtaining of the related approval referred to notifications described in clause (b)(i)Section 3.4(b) have been made and any waiting periods thereunder have terminated or expired, (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to the Business, or to which any of DescartesSeller Entity or Purchased Controlled Company is subject, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in any Material Contract, except, with respect to the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assets, except in the case of foregoing clauses (ii) through (iv), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens any such items that would not constitute an Ag not, individually or in the aggregate, reasonably be expected to (A) be material to the Business Material Adverse Effecttaken as a whole, or (B) prevent, materially delay or materially impair the consummation of the Transaction and the other transactions contemplated hereby. (b) No Approval of any Governmental Entity is required to be obtained or made by or with respect to Descartes the Seller, the other Asset Selling Entities, any other Seller Entity that will, at the Closing, be a party to any Transaction Document or the Acquired Ag Assets Purchased Controlled Companies in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents, or the consummation of the Ag Acquisition Transaction and the other transactions contemplated herebyhereby and thereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation regulation, foreign investment, or foreign investment national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)) set forth on Section 3.4(b) of the Seller Disclosure Schedules, including the filing of a Notification and Report Form pursuant to the HSR Act, (ii) filings to transfer Permits and Environmental Permits required for the operation compliance with applicable requirements, if any, of the Ag Business Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder and state securities Laws, antitakeover Laws and “blue sky” Laws, (iii) such consentscompliance with the applicable requirements of the New York Stock Exchange, waivers, approvals, licenses, authorizations, (iv) any Business Permits, filings or notifications whichand (v) those that, if not obtained obtained, made or madegiven, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not requiredreasonably be expected to be, pursuant individually or in the aggregate, material to the Dirac/Descartes Merger Agreement Business taken as a whole, or otherwisewould not reasonably be expected to materially impair or materially delay the ability of Seller, for the consummation each of the Ag Acquisition other Asset Selling Entities or any other Seller Entity that will, at the Closing, be a party to any Transaction Document to (x) perform its obligations under this Agreement and the other Transaction Documents or (y) consummate the Transaction and the other transactions contemplated herebyhereby and thereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance by each Seller Entity of this Agreement by Descartes nor and the executionother Transaction Documents to which it is a party does not and will not, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the Transaction and the other transactions contemplated hereby and thereby (including the Pre-Closing Reorganization) and compliance by Descartes and its applicable Subsidiaries such Seller Entity with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any right or obligation under or any Ag Material Contractloss of any benefit under, or result in the creation of any Lien (other than Permitted Liens except with respect to the Purchased Entity Shares and Purchased Venture Interests) upon any of the Purchased Assets under, any provision of (a) the certificate of incorporation, bylaws or equivalent governing documents of any Seller Entity or Purchased Entity, (iiib) assuming the making any of the filings and obtaining Purchased Venture Governing Documents of the related approval referred to in clause (b)(i)a Purchased Venture, (b)(iic) or (b)(iii) below, violate any Judgment or Law applicable to the Business, or to which any of DescartesSeller Entity, its applicable SubsidiariesPurchased Asset, the Acquired Ag AssetsPurchased Entity or Purchased Venture is subject, the Ag Business or any Ag Business Permit or (ivd) result in any Specified Business Contract, except, with respect to the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assets, except in the case of foregoing clauses (iic) through (d), (iii) and (iv) for conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses and Liens any such items that would not constitute an Ag reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. Effect and would not reasonably be expected to materially impair or materially delay the ability of Seller to (bx) perform its obligations under this Agreement or (y) consummate the Transaction and the other transactions contemplated hereby. No Approval of any Governmental Entity or under any Permit is required to be obtained or made by or with respect to Descartes the Seller Entities or the Acquired Ag Assets Purchased Entities (or the Purchased Consolidated Ventures) in connection with the execution, delivery and performance of this Agreement or the other Transaction Documents or the consummation of the Ag Acquisition Transaction and the other transactions contemplated herebyhereby and thereby (including the Pre-Closing Reorganization), other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation regulation, foreign investment, or foreign investment national security or defense matters or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)) set forth on Section 3.4(i) of the Seller Disclosure Schedules, (ii) filings in respect of any licenses or permits relating to transfer Permits and Environmental Permits required for the operation Business listed on Section 3.4(ii) of the Ag Business Seller Disclosure Schedules and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications whichthose that, if not obtained obtained, made or madegiven, would not constitute an Ag reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. The consent Effect and would not reasonably be expected to materially impair or materially delay the ability of Dirac is not required, pursuant Seller to the Dirac/Descartes Merger (x) perform its obligations under this Agreement or otherwise, for (y) consummate the consummation of the Ag Acquisition or Transaction and the other transactions contemplated hereby.

No Conflicts; Consents. (a) Neither the execution, The execution and delivery and performance of this Agreement by Descartes nor Buyer does not, and the executionexecution and delivery by Buyer or any Buyer Subsidiary of each Other Transaction Document to which it is, delivery or is specified to be, a party will not, and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereofthereof will not, will (i) violate any provision of the certificate of incorporation or bylaws (or other comparable governing documents) of such Person, (ii) conflict with, require consent or notification under, or result in any violation of or breach of, or constitute default (with or without notice or lapse of time time, or both) a default under, or give rise to any a right of termination, cancellation, modification, notification cancellation or acceleration of any obligation under any Ag Material Contractor to the loss of a material benefit under, (iii) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, Lien upon any of the properties or assets of Buyer, any subsidiary of Buyer or any Buyer Subsidiary or the Acquired Ag Assets under any provision of (i) the Certificate of Incorporation or By-laws of Buyer or the comparable governing instruments of any subsidiary of Buyer or any Buyer Subsidiary (ii) any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, commitment, agreement or arrangement to which Buyer or any subsidiary of Buyer or any Buyer Subsidiary is a party or by which any of their respective properties or assets or the Acquired Assets are bound, or (iii) any judgment, order, or decree, or material statute, law, ordinance, rule or regulation applicable to Buyer, any subsidiary of Buyer or any Buyer Subsidiary or their respective properties or assets or the Acquired Assets, except other than, in the case of clauses (ii), ) and (iii) and (iv) for conflictsabove, violationsany such items that, breachesindividually or in the aggregate, defaults, terminations, cancellations, accelerations, losses and Liens that would not constitute an Ag Business Material Adverse Effecthave a material adverse effect on the ability of Buyer or any Buyer Subsidiary, as applicable, to either perform its obligations hereunder or under any Other Transaction Document or consummate the transactions contemplated hereby. (b) No Approval of material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Descartes Buyer, the Buyer Subsidiaries or the Acquired Ag Assets any of their respective subsidiaries or Affiliates in connection with the execution, delivery and performance of this Agreement or any Other Transaction Document or the consummation of the Ag Acquisition and the other transactions contemplated herebyhereby or thereby, other than (i) in respect of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions compliance with and filings under the purpose or effect of monopolization or restraint of trade (collectivelyHSR Act, the “Antitrust Laws”)Mexican Merger Regulation, the Canada Competition Act, the merger control acts in the United Kingdom and Germany and the Irish Mergers Act, if applicable, and (ii) filings to transfer Permits and Environmental Permits those that may be required for the operation solely by reason of the Ag Business and (iii) such consents, waivers, approvals, licenses, authorizations, Permits, filings or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant to the Dirac/Descartes Merger Agreement or otherwise, for the consummation of the Ag Acquisition Seller's or the Seller Entities' (as opposed to any other third party's) participation in the transactions contemplated herebyhereby and in the Other Transaction Documents.

No Conflicts; Consents. (a) Neither Except as set forth on Section 2.3(a) of the Disclosure Schedule, the execution, delivery and performance by the Seller and Seller Parent of this Agreement by Descartes nor and the executionTransaction Documents to which it is a party, delivery and performance of the Acquisition Documents by Descartes and its applicable Subsidiaries party thereto, nor the consummation of the transactions contemplated hereby and thereby thereby, do not and compliance by Descartes and its applicable Subsidiaries with the terms hereof and thereof, will not: (i) violate result in a violation or breach of any provision of the certificate of incorporation incorporation, bylaws or bylaws (equivalent organizational documents of the Seller, Seller Parent or other comparable governing documents) of such Personany Acquired Company, (ii) result in the imposition or creation of any Lien upon or with respect to any of the Assets owned or used by any Acquired Company, (iii) result in a violation or breach of any Order or Law to which the Seller, Seller Parent or any Acquired Company is subject, (iv) result in a violation of any Order or Law to which the Seller, Seller Parent or any Acquired company is subject, or (v) require the consent of or notice to any Person under, conflict with, require consent or notification under, or result in any a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, under or give rise to any right of termination, cancellation, modification, notification or result in the acceleration of any obligation under any Ag Material Contract, except (iiiA) assuming the making of the filings and obtaining of the related approval referred to in clause (b)(i), (b)(ii) or (b)(iii) below, violate any Judgment or Law applicable to any of Descartes, its applicable Subsidiaries, the Acquired Ag Assets, the Ag Business or any Ag Business Permit or (iv) result in the creation of any Lien, other than Permitted Liens, upon any of the Acquired Ag Assets, except in the case cases of clauses (ii), (iii) and (iv) for conflictsv), violationswhere the imposition, breachescreation, defaultsviolation, terminationsbreach, cancellationsconflict, accelerationsdefault, losses and Liens that acceleration or failure to obtain consent or give notice would not constitute an Ag Business have, individually or in the aggregate, a Material Adverse EffectEffect and (B) in the case of clause (iv), where the violation would not, individually or in the aggregate, materially impair, impede or delay the Seller’s or Seller Parent’s, right or ability to consummate the transactions contemplated hereby. (b) No Approval of consent, approval, Permit, Order, declaration or filing by Seller or an Acquired Company with, or notice to, any Governmental Entity is required to be obtained or made by or with respect to Descartes or the Acquired Ag Assets in connection with the execution, execution and delivery and performance of this Agreement or and the consummation of the Ag Acquisition and the other transactions contemplated hereby, other than except for (i) in respect the approvals, filings and notifications set forth on Section 2.3(b) of any applicable Law or other legal restraint designed to govern competition, trade regulation or foreign investment or to prohibit, restrict or regulate actions with the purpose or effect of monopolization or restraint of trade (collectively, the “Antitrust Laws”)Disclosure Schedule, (ii) where the failure to obtain such consents, approvals, Permits, Orders or declarations or make such filings to transfer Permits and Environmental Permits required for the operation of the Ag Business and notices would not have a Material Adverse Effect or (iii) such consents, waivers, approvals, licenses, authorizations, Permits, Orders, declarations, filings and notices as may be necessary as a result of any facts or notifications which, if not obtained or made, would not constitute an Ag Business Material Adverse Effect. The consent of Dirac is not required, pursuant circumstances relating solely to the Dirac/Descartes Merger Agreement Buyer or otherwise, for the consummation any of the Ag Acquisition or the other transactions contemplated herebyits Affiliates.