Common use of No Conflicts; No Consents Clause in Contracts

No Conflicts; No Consents. The issue and sale of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Significant Subsidiaries is a party or by which the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters.

No Conflicts; No Consents. The issue (i) issuance and sale of the Offered Securities Shares by the Company and the compliance by the Company and its subsidiaries with all of the provisions of this Agreement Agreement, (ii) the execution, delivery and performance by the Company and its subsidiaries of each of the Transaction Documents, to the extent a party thereto, (iii) the issuance and sale of the Class B Shares and the consummation of the transactions contemplated by the Transaction Documents and the Registration Statement, (iv) the Reorganization and (v) the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default underunder or result in the termination of, any contract, indenture, mortgage, deed of trust, loan agreement agreement, note, lease or other agreement or instrument to which the Company or any of the Significant Subsidiaries its subsidiaries is a party or by which the Company or any of the Significant Subsidiaries its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject (collectively, the Significant Subsidiaries is subject“Agreements and Instruments”), except for such conflicts, breaches, violations or defaults that would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; , nor will any such action (A) result in any violation of the provisions of the Certificate certificate of Incorporation incorporation or Byby-laws or other organizational documents of the Company or any organizational documents of the Significant Subsidiaries; nor will such action its subsidiaries, (B) result in any violation of any law, statute or any order, rule or regulation of any court or governmental agency or body Governmental Entity having jurisdiction over the Company or any of the Significant Subsidiaries its subsidiaries or any of their respective propertiesproperties or (C) constitute a Repayment Event (as defined below) under, except where or result in the creation or imposition of any lien, charge or other encumbrance upon any assets or operations of the Company or any subsidiary pursuant to, any of the Agreements and Instruments, except, with respect to clauses (B) and (C), for such violations could notviolations, Repayment Events or lien, charge or other encumbrance that would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body Governmental Entity is required for the issue and sale of the Offered Securities Shares or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as registration of the case may be, and are in full force and effect Shares under the Act or applicable securities laws and the Securities Exchange Act of 1934, as amended (the several states of the United States“1934 Act”), (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) under the rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and sale distribution of the Offered Securities Shares by the Underwriters. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

No Conflicts; No Consents. The issue (i) Neither the execution and sale delivery by the Company and the Company Owners of this Agreement or the consummation by the Company and the Company Owners of any of the Offered Securities and the Related Transactions, nor compliance by the Company or the Company Owners with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions herein or therein, will (A) conflict with or violate any provision of the Article of Organization, or other organizational documents of the Company (“Company Charter Documents”), (B) violate, conflict with, constitute or result in a breach of any term, condition, or provision of, or constitute a default (with or without notice or the lapse of time, or both) under, or give rise to any indentureright of termination, cancellation, or acceleration of any obligation or the loss of a benefit under, or require a consent pursuant to, or result in the creation of any Lien upon any assets or properties of the Company pursuant to, any of the terms, provisions, or conditions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, loan agreement license, agreement, contract, lease, Permit, concession, plan, or other agreement instrument or instrument obligation to which the Company or any of the Significant Subsidiaries Company Owners is a party or by which any of its assets or properties may be bound or affected, or (C) conflict with or violate any judgment, order, writ, Injunction, decree, or Law applicable to the Company or any of its assets or properties or any of the Company Owners. (ii) No notice to, registration, declaration, or filing with, order, authorization, or Permit of, exemption or waiver by, or Consent of, or any action by any Governmental Entity is necessary or required as a pre‑condition to the execution and delivery of this Agreement by the Company or any of the Significant Subsidiaries is bound Company Owners, or to which any of the property or assets of consummation by the Company or any of the Significant Subsidiaries is subjectCompany Owners of any of the Related Transactions contemplated hereby (regardless of Acquisition Structure), except for such conflicts, breaches, violations other than (A) those required in connection or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of compliance with the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or applicable Securities Laws and state corporate and securities Laws and (B) in the aggregatecase of a Company Merger, reasonably any filings required to be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase Florida Secretary and sale of the Offered Securities by with the UnderwritersDelaware Secretary.

No Conflicts; No Consents. (a) The issue execution and sale of the Offered Securities and the compliance delivery by the Company with all of the provisions Seller of this Agreement does not, and the consummation of the transactions herein contemplated Share Purchase and compliance with the terms hereof will not not, conflict with with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancelation or violation acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions of, or constitute a default assets (including the Sale Shares) of the Seller under, any provision of (i) the organizational documents of the Seller, (ii) any contract, lease, license, indenture, mortgagenote, deed of trustbond, loan agreement agreement, concession, franchise or other agreement or binding instrument (a “Contract”) to which the Company or any of the Significant Subsidiaries Seller is a party or by which the Company or any of its properties or assets (including the Significant Subsidiaries Sale Shares) is bound or (iii) subject to which the filings and other matters referred to in Section 2.2(b), any judgment, order, injunction or decree (a “Judgment”) or statute, law, ordinance, rule or regulation (including any rule or regulation of any self-regulatory organization) (a “Law”) applicable to the property Seller or its properties or assets (including the Sale Shares), other than, in the case of the Company or clauses (ii) and (iii) above, any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults items that would notnot reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Sale Shares or on the ability of the Seller to perform its obligations under this Agreement. (b) No consent, approval, license, permit, order or authorization (a “Consent”) of, or registration, declaration or filing with, or permit from, any federal, state, provincial, local or other government, domestic or foreign, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a “Governmental Entity”), is required to be obtained or made by or with respect to the Seller in connection with the execution, delivery and performance of this Agreement by the Seller or performance by the Seller of the transactions contemplated hereby, other than (i) the filing with the Securities and Exchange Commission (the “SEC”) of such reports relating to changes in beneficial ownership under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”) as may be required in connection with the transactions contemplated by this Agreement, (ii) the filing with the Tokyo Stock Exchange (the “TSE”) of a release relating to the Share Purchase as required under the Securities Listing Regulations of the TSE and (iii) such other items that the failure of which to obtain or make would not reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could notto, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for material adverse effect on the issue and sale ability of the Offered Securities or the consummation by the Company of the transactions contemplated by Seller to perform its obligations under this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters.

No Conflicts; No Consents. The issue and sale (a) Except as described in Section 5.3 of the Offered Securities Seller Disclosure Schedule, the execution and the compliance delivery by the Company with all of the provisions each Seller of this Agreement and the Transaction Documents to which it is a party do not, and the consummation by each Seller of the transactions herein contemplated by this Agreement and such Transaction Documents will not not, conflict with with, or result in a breach or any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien (other than Liens arising from acts of the terms Buyer or provisions of, its affiliates) upon any properties or constitute a default assets of the Sellers or the Seller Subsidiary under, any indentureprovision of (i) either Seller’s articles of incorporation, mortgageby-laws or the comparable charter or organizational documents of the Seller Subsidiary, deed of trust, loan agreement or other agreement or instrument (ii) any Contract to which any Seller or the Company or any of the Significant Subsidiaries Seller Subsidiary is a party or by which the Company or any of their respective properties or assets is bound, or (iii) any judgment, order or decree or Law applicable to any Seller or the Significant Subsidiaries Seller Subsidiary or their respective properties or assets. (b) No consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is bound required to be obtained or made by or with respect to the Sellers or the Seller Subsidiary in connection with the execution, delivery and performance of this Agreement and any Transaction Documents to which any of the property or assets of the Company or any of the Significant Subsidiaries them is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities party or the consummation by the Company of the transactions contemplated Acquisition, other than (A) the filing with the U.S. Securities Exchange Commission (the “SEC”) of a proxy or information statement relating to the Shareholder Approval by this AgreementAstris’ shareholders, except (iB) such as have been obtained or made by filings under the Company and its Significant SubsidiariesSecurities Exchange Act of 1934, as amended (the case may be“Exchange Act”), and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with this Agreement, the purchase Transaction Documents and sale the Acquisition, (C) the filing on SEDAR with the ASC of the Offered Securities by notice of meeting, management information circular, form of proxy and any other documents sent to Astris’ shareholders in connection with Astris’ annual and special meeting to obtain Shareholder Approval, and (D) the Underwritersfiling with the Czech Commercial Court in respect of the transfer of the Subsidiary Shares.

No Conflicts; No Consents. The issue execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Offered Securities Shares to be sold by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Significant Subsidiaries its subsidiaries is a party or by which the Company or any of the Significant Subsidiaries its subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries its subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action (ii) result in any violation of the provisions of the Certificate of Incorporation charter or Byby-laws or other similar organizational documents of the Company or any of the Significant Subsidiaries; nor will such action its subsidiaries or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries its subsidiaries or any of their respective properties, except where such violations could notother than, individually or in the aggregatecase of clauses (i) or (iii) only, any conflict, breach, violation or default that would not reasonably be expected to result in have a material adverse effect on the current or future financial position, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue execution, delivery and performance by the Company of this Agreement and compliance herewith, the issuance and sale of the Offered Securities Shares to be sold by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect registration under the Securities Act or applicable securities laws of the several states of the United StatesShares and such consents, (ii) such approvals, authorizations, registrations or qualifications as may be required by the blue sky under state securities laws of any jurisdiction and (iii) the rules of or Blue Sky laws, the Financial Industry Regulatory Authority, Inc. (“FINRA”) or The New York Stock Exchange in connection with the purchase and sale distribution of the Offered Securities Shares by the Underwriters.

No Conflicts; No Consents. The issue (a) Neither the execution and sale delivery by the Company of this Agreement, nor the consummation by the Company of the Offered Securities and Transactions (including the Merger), nor compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions herein, will (i) conflict with or violate any provision of the Company Charter Documents, (ii) violate, conflict with, constitute or result in a breach of any term, condition, or provision of, or constitute a default (with or without notice or the lapse of time, or both) under, or give rise to any indentureright of termination, cancellation, or acceleration of any obligation or the loss of a benefit under, or require a consent pursuant to, or result in the creation of any Lien upon any assets or properties of the Company or any Company Subsidiary pursuant to, any of the terms, provisions, or conditions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, loan agreement license, agreement, contract, lease, Permit, concession, plan, or other agreement instrument or instrument obligation to which the Company or any of the Significant Subsidiaries Company Subsidiary is a party or by which any of their respective assets or properties may be bound or affected, or (iii) subject to, in the case of the Merger, obtaining the Requisite Company Vote, conflict with or violate any judgment, order, writ, Injunction, decree, or Law applicable to the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries Subsidiary or any of their respective assets or properties. (b) No notice to, except where such violations could notregistration, individually declaration, or in the aggregatefiling with, reasonably be expected to result in a Material Adverse Effect; and no consent, approvalorder, authorization, orderor Permit of, registration exemption or qualification waiver by, or Consent of, or any action by any court, governmental, regulatory, or administrative agency, commission, authority, instrumentality, or other public body, domestic or foreign (a “Governmental Entity”) is necessary or required as a pre‑condition to the execution and delivery of or with any such court or governmental agency or body is required for this Agreement by the issue and sale of the Offered Securities Company or the consummation by the Company of the transactions Merger and the other Transactions contemplated by this Agreementhereby, except other than (i) such as have been obtained those required in connection or made by compliance with the Company provisions of applicable Securities Laws and its Significant Subsidiaries, as the case may be, state corporate and are in full force securities Laws and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules filing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection Articles of Merger with the purchase Florida Secretary and sale the Certificate of Merger with the Offered Securities by the UnderwritersDelaware Secretary.

No Conflicts; No Consents. The issue and sale of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Significant Subsidiaries is a party or by which the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters.and

No Conflicts; No Consents. The issue and sale of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Significant Subsidiaries is a party or by which the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws By‑laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters.

No Conflicts; No Consents. The issue and sale of the Offered Securities and the compliance by Neither the Company with all nor any of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result its subsidiaries is in a breach or violation of any its charter or by-laws or is in default (or, with the giving of the terms notice or provisions oflapse of time, or constitute a default under, would be in default) (“Default”) under any indenture, mortgage, deed of trustloan or credit agreement, loan agreement note, contract, franchise, lease or other agreement or instrument to which the Company or any of the Significant Subsidiaries its subsidiaries is a party or by which the Company it or any of the Significant Subsidiaries is bound them may be bound, or to which any of the property or assets of the Company or any of the Significant Subsidiaries its subsidiaries is subjectsubject (each, an “Existing Instrument”), except for such conflicts, breaches, violations Defaults as have been waived or defaults that as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; nor . The Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby and by the Prospectus (i) have been duly authorized by all necessary corporate action and will such action not result in any violation of the provisions of the Certificate of Incorporation charter or Byby-laws of the Company or other organizational documents any subsidiary, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the Significant Subsidiaries; nor will such action result in any violation consent of any statute or other party to, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective propertiesExisting Instrument, except where for such violations could conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; Effect and no (iii) will not result in any material violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval, authorizationauthorization or other order of, order, or registration or qualification of or with filing with, any such court or other governmental agency or body regulatory authority or agency, is required for the issue Company’s execution, delivery and sale performance of the Offered Securities or the this Agreement and consummation by the Company of the transactions contemplated hereby and by this Agreementthe Prospectus, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act Securities Act, applicable state securities or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) from the rules of NASDAQ Stock Market LLC and the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriters).

No Conflicts; No Consents. (a) The issue execution and sale of the Offered Securities and the compliance delivery by the Company with all of the provisions Buyer Designee of this Agreement does not, and the consummation of Buyer Designee’s portion of the transactions herein contemplated Stock Purchase and compliance with the terms hereof and of the Stock Purchase Agreement will not not, conflict with with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a breach right of termination, cancellation or violation acceleration of any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the terms properties or provisions of, or constitute a default assets of Buyer Designee under, any indentureprovision of (i) the organizational documents of Buyer Designee, mortgage, deed of trust, loan agreement or other agreement or instrument (ii) any Contract to which the Company or any of the Significant Subsidiaries Buyer Designee is a party or by which any of its properties or assets is bound or (iii) subject to the Company filings and other matters referred to in Section 3.02(b) hereof, any Judgment or Law applicable to Buyer Designee or any of its affiliates or their respective properties or assets, other than, in the Significant Subsidiaries is bound or to which case of clauses (ii) and (iii) above, any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults items that would notnot reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of Buyer Designee to perform its obligations under this Agreement or to consummate its portion of the Stock Purchase. (b) The execution, delivery and performance by Buyer Designee of this Agreement and the consummation by Buyer Designee of the transactions contemplated hereby require no consent, approval, authorization or permit of or other action by, or filing, declaration, registration with, or notification to any Governmental Authority other than: (i) compliance with and filings under the Antitrust Laws; (ii) the Gaming Approvals; (iii) any filings required under, and compliance with any other applicable requirements of, the Securities Act, the Exchange Act and any other applicable Laws concerning state or federal securities or the rules and regulations of Nasdaq; or (iv) any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could notto, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration prevent or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or materially delay the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwritershereby.

No Conflicts; No Consents. (a) The issue execution, delivery and sale performance of this Agreement by the Sellers and the consummation by the Sellers of the Offered Securities transactions contemplated hereby do not conflict with or violate the organizational documents of any of the Sellers. (b) The execution, delivery and the compliance performance by the Company with all of the provisions Sellers of this Agreement and the consummation by the Sellers of the transactions herein contemplated will not conflict hereby require no consent, approval, authorization or permit of or other action by, or filing, declaration, registration with, or notification to any Governmental Authority other than: (i) compliance with and filings under any applicable Laws intended to prohibit, restrict or result regulate actions or transactions having the purpose or effect of monopolization, restraint of trade, harm to competition or effectuating foreign investment (“Antitrust Laws”); (ii) the consents, registrations, approvals, rulings, findings of qualification and/or suitability, licenses, declarations, notices or filings required to be made, given or obtained under the Gaming Laws in a breach or violation of any connection with this Agreement, the consummation of the terms Stock Purchase or provisions any other transactions contemplated by this Agreement in order to maintain, and otherwise prevent the voiding, invalidating, revocation or suspension of, or constitute a default gaming licenses, approvals, consents, rulings and agreements that allow the Company and/or its subsidiaries to legally engage in gaming related business transactions (collectively, the “Gaming Approvals”); (iii) any filings required under, and compliance with any indentureother applicable requirements of, mortgagethe Securities Act of 1933, deed as amended, including the rules and regulations promulgated thereunder (the “Securities Act”), the U.S. Securities Exchange Act of trust1934, loan agreement as amended, including the rules and regulations promulgated thereunder (the “Exchange Act”), and any other applicable Laws concerning state or other agreement federal securities or instrument to which the Company or any rules and regulations of the Significant Subsidiaries is a party Nasdaq Stock Market (“Nasdaq”); or (iv) any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or by notifications the absence of which the Company or any of the Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation prevent or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or materially delay the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwritershereby.

No Conflicts; No Consents. The issue issuance and sale of the Offered Securities by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated and the application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in the Registration Statement, the Time of Sale Information and the Prospectus, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of the Significant Subsidiaries its subsidiaries is a party or by which the Company or any of the Significant Subsidiaries its subsidiaries is bound or to which any of the property or assets of the Company or any of the Significant Subsidiaries its subsidiaries is subject, (ii) the Certificate of Incorporation or Bylaws of the Company or (iii) any judgment, statute or any order, rule or regulation of any court or governmental or regulatory agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except in the case of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental or regulatory agency or body is required for the execution and delivery of the Transaction Documents to which it is a party, the issue and sale of the Offered Securities or the consummation by the Company of the transactions contemplated by this Agreement, except (i) such as have been obtained or made by the Company and its Significant Subsidiariesregistration under the Securities Act of the Securities, the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required approval by the blue sky securities laws of any jurisdiction and (iii) the rules of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) of the underwriting terms and arrangements, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and sale distribution of the Offered Securities by the Underwriters.

No Conflicts; No Consents. The issue Neither the execution and sale of the Offered Securities and the compliance delivery by the Company with all of the provisions ImClone of this Agreement and nor the consummation performance by ImClone of the transactions herein contemplated will not its obligations hereunder will: (i) violate or conflict with any provision of ImClone's Certificate of Incorporation or result By-Laws,in a breach or violation each case as in effect on the date hereof and on the date of any closing hereunder;(ii) with or without the giving of notice or the terms passage of time, or provisions both, violate, or be in conflict with, or permit the termination of, ,or constitute a default under, or cause the acceleration of the maturity of, any indentureagreement, mortgage, deed debt or obligation of trust, loan agreement any nature of ImClone or other agreement or instrument to which the Company or any of the Significant Subsidiaries ImClone is a party or by which the Company it or any of its properties is bound; (iii) require the Significant Subsidiaries consent of any party to any agreement, instrument or commitment to which ImClone is bound a party or to which any of the property or assets of the Company it or any of the Significant Subsidiaries its properties is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectbound; nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; nor will such action result in any violation of (iv) violate any statute or law or any judgment, decree, order, regulation or rule or regulation of any court court, regulatory authority or governmental agency or body having jurisdiction over the Company authority to which ImClone or any of the Significant Subsidiaries or any of their respective properties, except where such violations could not, individually or its properties is subject; or(v) result in the aggregate, reasonably be expected to result in a Material Adverse Effect; and no creation of any lien or other encumbrance on its assets. No consent, approvalapproval or authorization of, authorizationor declaration, order, filing or registration or qualification of or with with,any such court regulatory authority or governmental agency or body authority is required for to be made or obtained by ImClone in connection with the issue execution, delivery and sale performance of this Agreement, the Offered Securities performance by ImClone of its obligations hereunder or the consummation by the Company con summation of the transactions contemplated by this Agreementhereby. ImClone is not a party to any material contract, except (i) such as have been obtained commitment or made by the Company and its Significant Subsidiariesagreement, as the case may benor is ImClone subject to, and are in full force and effect under the Act or applicable securities laws of the several states of the United Statesbound by,any order, (ii) such as may be required by the blue sky securities laws judgment, decree, law, statute, ordinance, rule, regulation or otherrestriction of any jurisdiction and (iii) kind or character, which would prevent ImClone from entering into this Agreement orfrom consummating the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) in connection with the purchase and sale of the Offered Securities by the Underwriterstrans actions contemplated hereby.

No Conflicts; No Consents. (i) The issue execution and sale delivery of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement Acquisition Agreements and the consummation of the transactions herein completed thereunder as of the date hereof have not, and the consummation of the further transactions contemplated thereby and the compliance with the terms and provisions thereof will not not, and (ii) the execution and delivery of the Loan Documents, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not, (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, sale/leaseback agreement, loan agreement or other similar financing agreement or instrument or other agreement or instrument to which the Company Borrower or any of the Significant its Subsidiaries is a party or by which the Company Borrower or any of the Significant its Subsidiaries is bound or to which any of the property or assets of the Company Borrower or any of the Significant its Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in aggregate would not have a Material Adverse Effect; nor will such action , (b) result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or Borrower, (c) result any violation of the Significant Subsidiaries; nor will such action result in any violation provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company Borrower or any of the Significant its Subsidiaries or any of their respective properties, or (d) result in any violation of any Certificate of Designations governing any series of the Borrower's preferred stock, except where such violations could not, individually or that in the aggregate, reasonably be expected to result in aggregate would not have a Material Adverse Effect; and no . No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company Borrower of the transactions contemplated by this Agreement, the Exchange Note Indenture, the Escrow Agreement the Registration Rights Agreement or the Acquisition Agreements, or the issuance and delivery of the Exchange Notes by the Borrower, except for such consents, approvals, authorizations, registrations or qualifications (iA) such as may be required by securities or "blue sky" laws of any State of the United States in connection with the Exchange Notes, (B) as contemplated by the Registration Rights Agreement, (C) as may already have been obtained or made by the Company and its Significant Subsidiaries, as the case may be, and are in full force and effect under the Act or applicable securities laws of the several states of the United States, (ii) such as may be required by the blue sky securities laws of any jurisdiction and (iiiD) which the rules of failure to obtain or make would not, individually or in the Financial Industry Regulatory Authorityaggregate, Inc. (“FINRA”) result in connection with the purchase and sale of the Offered Securities by the Underwritersa Material Adverse Effect.

No Conflicts; No Consents. The issue execution and sale delivery of the Offered Securities and the compliance by the Company with all of the provisions of this Agreement and Transaction Documents, the consummation of the transactions herein contemplated hereby or thereby and compliance with the terms and provisions hereof or thereof will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, sale/leaseback agreement, loan agreement or other similar financing agreement or instrument or other agreement or instrument to which the Company Borrower or any of the Significant its Subsidiaries is a party or by which the Company Borrower or any of the Significant its Subsidiaries is bound or to which any of the property or assets of the Company Borrower or any of the Significant its Subsidiaries is subject, except for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in aggregate would not have a Material Adverse Effect; , nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws or other organizational documents of the Company or any of the Significant Subsidiaries; Borrower, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company Borrower or any of the Significant its Subsidiaries or any of their respective properties, except where such violations could not, individually or that in the aggregate, reasonably be expected to result in aggregate would not have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Offered Securities or the consummation by the Company Borrower of the transactions contemplated by this Agreement, except (i) such as have been obtained the Exchange Note Indenture, the Escrow Agreement or made the Registration Rights Agreement or the issuance and delivery of the Exchange Notes by the Company and its Significant SubsidiariesBorrower, as the case may beexcept for such consents, and are in full force and effect under the Act approvals, authorizations, registrations or applicable securities laws of the several states of the United States, qualifications (iiA) such as may be required by the securities or "blue sky securities sky" laws of any jurisdiction and (iii) the rules State of the Financial Industry Regulatory Authority, Inc. (“FINRA”) United States in connection with the purchase Exchange Notes, (B) as contemplated by the Registration Rights Agreement, (C) as may already have been obtained or made, (D) as may be required pursuant to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976 ("HSR Act"), (E) as may be required in connection with the formation and sale qualification of the Offered Securities by BAM Joint Venture and its subsidiary joint ventures, (F) as may be required in connection with the Underwritersqualification of CCP Inc. in various jurisdictions in order to consummate the Powertel Acquisition, (G) as may be required in connection with the formation and qualification of subsidiaries to consummate the Xxxx South Acquisition and (H) which the failure to obtain or make would not, individually or in the aggregate, result in a Material Adverse Effect.