Common use of No Conflicts; Government Consents and Permits Clause in Contracts

No Conflicts; Government Consents and Permits. (a) Neither it nor any of its subsidiaries is (A) in violation of its Certificate of Incorporation or Bylaws or (B) in default in the performance or observance of any material obligation, agreement, indenture, instrument, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of (B) for such defaults as would not, individually or in the aggregate, be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement by such party and the consummation by such party of the transactions contemplated hereby (including the issuance of the Shares) will not (i) conflict with or result in a violation of any provision of such party’s Certificate of Incorporation or Bylaws, (ii) violate or conflict with, or constitute or result in a breach of any provision of, or constitute a default under, any material obligation, agreement, indenture, instrument, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, or (iii) violate or conflict with, or result in a violation of or conflict with, any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to such party. (b) Such party is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Shares in accordance with the terms hereof other than such as have been made or obtained, and except for (i) any post-closing filings required to be made under federal or state securities laws, (ii) any required filings or notifications regarding the issuance or listing of additional shares with Nasdaq, and (iii) expiration or termination of any waiting period required under the HSR Act.

No Conflicts; Government Consents and Permits. (a) Neither it nor any Except as set forth in Schedule 2.6(a) of its subsidiaries is (A) in violation of its Certificate of Incorporation or Bylaws or (B) in default in the performance or observance of any material obligationDisclosure Schedules, agreement, indenture, instrument, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of (B) for such defaults as would not, individually or in the aggregate, be expected to have a Material Adverse Effect. The execution, delivery and performance of this Agreement by such party the Company and the consummation by such party the Company of the transactions contemplated hereby (hereby, including the issuance of the Shares and the Conversion Shares) , will not (i) conflict with or result in a violation of any provision of such party’s Certificate its Articles of Incorporation or BylawsBylaws or similar or comparable organizational documents of any Subsidiary, (ii) violate or conflict with, or constitute or result in a breach of any provision of, or constitute a default (or any event which with notice or lapse of time or both would become a default) under, or give to others any material obligationrights of notice, consent, termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it the Company or any Subsidiary is a party or by which it or any of its properties may be boundparty, or (iii) violate or conflict with, or result in a violation of or conflict with, any law, rule, regulation, order, judgment or decree Law (including United States federal and state securities laws Laws and regulations and regulations of any self-regulatory organizationsorganizations to which the Company or any Subsidiary or their respective securities are subject) applicable to such the Company or any Subsidiary. Except as set forth in Schedule 2.6(a) of the Disclosure Schedules, the execution, delivery and performance of this Agreement and the Credit Agreement by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including the issuance of the Shares and the Conversion Shares, will not be deemed a change of control under any agreement, instrument, or indenture to which the Company or any Subsidiary is a party. (b) Such party Neither the Company nor any Subsidiary is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Shares and the Conversion Shares in accordance with the terms hereof other than such as have been made or obtained, and except for (i) any post-closing notice filings required to be made under United States federal or state securities lawsLaws in connection with an exemption from the registration requirements thereof, (ii) and any required filings or notifications regarding quotation on or to maintain good standing with the issuance or listing OTCQB Marketplace. (c) The business of additional shares with Nasdaqthe Company and its Subsidiaries has not been and is not being conducted in violation of any Law of any Governmental Entity. (d) The Company and its Subsidiaries have all franchises, permits, licenses, and (iii) expiration or termination any similar authority necessary for the conduct of their respective businesses as now being conducted. Neither the Company nor any of its Subsidiaries have received any actual notice of any waiting period required under the HSR Actproceeding relating to revocation or modification of any such franchise, permit, license, or similar authority.