Common use of No Conflicts or Consents Clause in Contracts

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of any Person, except as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound bound, except for any conflict or affectedviolation which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or thereunder or consummate the transactions contemplated hereby or thereby; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The Except where the failure to obtain such consents or approvals or to make such filings, would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement, (i) the execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of filing with, nor any permit, authorization, consent or approval of, any Person; and (ii) no consent of, except as would not reasonably or registration, declaration or filing with, any Governmental Body is required to be expected to impairobtained or made by Stockholder in connection with the execution, adversely affect delivery or delay performance of this Agreement or the ability consummation of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement.

No Conflicts or Consents. (a) The execution and delivery by the Borrower and each Subsidiary of this Agreement the Loan Documents to which it is a party, the performance the Borrower and the Proxy by Stockholder do noteach Subsidiary of its respective obligations under such Loan Documents, and the performance consummation of this Agreement the transactions contemplated by the various Loan Documents, do not and the Proxy by Stockholder will not: not (i) conflict with any provision of (1) any Law, (2) the organizational documents of the Borrower, any Subsidiary or violate the General Partner, or (3) any Law material Contractual Obligation, judgment, license, order or Order permit applicable to Stockholder or by which Stockholder binding upon the Borrower, any Subsidiary or any of Stockholder’s properties is or may be bound or affected; or the General Partner, (ii) result in the acceleration of any Indebtedness owed by the Borrower, any of its Subsidiaries, any of its Unrestricted Subsidiaries or constitute (with or without notice or lapse of time) any breach of or default underthe General Partner, or give to any (iii) other Person (with than as provided in the Collateral Documents, result in or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in require the creation of any Lien (other than Liens created by this Agreement) on upon any assets or properties of the Borrower, any of its Subsidiaries or the Subject Securities pursuant toGeneral Partner, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affectedexcept, except in each case of case, with respect to the foregoing preceding clauses (i) and through (iiiii), as would could not reasonably be expected to impairhave a Material Adverse Effect. Except as expressly contemplated in the Loan Documents or disclosed in the Disclosure Schedule, adversely affect no permit, consent, approval, authorization or delay order of, and no notice to or filing, registration or qualification with, any Tribunal or third party is required in connection with the ability execution, delivery or performance by the Borrower or any Subsidiary of such Stockholder to perform Stockholder’s obligations hereunder any Loan Document or to consummate the any transactions contemplated hereby on a timely basis. (b) The execution and delivery by the Loan Documents. Neither the Borrower nor any Subsidiary is in breach of this Agreement and the Proxy by Stockholder do notor in default under any instrument, and the performance of this Agreement and the Proxy by Stockholder will notlicense or other agreement applicable to or binding upon such entity, require any Consent of any Personwhich breach or default has had, except as would not or could reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on have a timely basisMaterial Adverse Effect.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not: (ia) conflict with or assuming the filing of such reports as may be required under Sections 13(d) and 16 of the Exchange Act, which Stockholder will file, violate any Law or Order applicable to Stockholder or by which Stockholder’s Common Shares; (b) if Stockholder is not an individual, violate, contravene or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of Stockholder’s properties is or may be bound or affected; or (iic) result in or constitute (with or without notice or lapse of time) any material breach of or material default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of filing with or notification of, nor any permit, authorization, consent or approval of, any Person, except other than under any applicable Antitrust Laws or where the failure to make such filings or obtain such permits, authorizations, consents or approvals would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement. Assuming the compliance of each of the Company, Parent and Merger Sub with all applicable Antitrust Laws, no consent or notification of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Stockholder in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement, or where the failure to obtain such consents or make such registrations, declarations or filings would not reasonably be expected to impair, adversely affect or delay in any material respect the ability of such Stockholder to perform Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not: (ia) assuming the filing of such reports as may be required under Sections 13(d) and 16 of the Exchange Act, which such Stockholder will file, violate any Law applicable to such Stockholder or such Stockholder’s Shares, (b) except as may be required by applicable federal securities laws, require any consent, approval, order, authorization, permit or other action by, or filing with or notice to, any Person (including any Governmental Authority) under, constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to any right of termination, cancellation, modification or acceleration under, or result in the creation of any Liens on any of the Shares pursuant to, any Contract, trust, Order or other instrument binding on such Stockholder or such Stockholder’s Shares or any applicable Law; (c) if Stockholder is not an individual, violate, contravene or conflict with or violate result in any Law breach of any provision of the certificate of incorporation or Order applicable to Stockholder bylaws (or by which Stockholder or any other similar governing documents) of Stockholder’s properties is or may be bound or affected; or (iid) result in or constitute (with or without notice or lapse of time) any material breach of or material default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties is or may be bound or affected, except except, in each case of the foregoing clauses (i) and (ii)case, as for any conflict, violation, breach, default or right which would not reasonably be expected to impair, adversely affect or delay in any material respect the ability of such Stockholder to perform Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of filing with or notification of, nor any permit, authorization, consent or approval of, any Person, except other than under any applicable Antitrust Laws or where the failure to make such filings or obtain such permits, authorizations, consents or approvals would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement. Assuming the compliance of each of the Company, Parent and Purchaser with all applicable Antitrust Laws, no consent or notification of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made by or with respect to Stockholder in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement, or where the failure to obtain such consents or make such registrations, declarations or filings would not reasonably be expected to impair, adversely affect or delay in any material respect the ability of such Stockholder to perform Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties Subject Securities is or may be bound or affectedbound; or (ii) result in or constitute (with or without notice or lapse of time) any material breach of or material default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties Subject Securities is or may be bound or affectedbound, except except, in each case of the foregoing clauses (i) and (ii)case, as for any conflict, violation, breach, default or right which would not reasonably be expected to impair, adversely affect or delay in any material respect the ability of such Stockholder to perform Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of filing with, nor any permit, authorization, consent or approval of, any Person, except as other than where the failure to make such filings or obtain such permits, authorizations, consents or approvals would not reasonably be expected to impairnot, adversely affect individually or in the aggregate, prevent or delay in any material respect the ability of such Stockholder to perform Stockholder’s its obligations hereunder hereunder. No consent of, or registration, declaration or filing with, any Governmental Entity is required to consummate be obtained or made by or with respect to Stockholder in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby on a timely basishereby, except (i) for compliance with the applicable requirements of the Securities Act, the Exchange Act, or any other applicable foreign, federal or state securities laws and the rules and regulations promulgated under any of them or (ii) where the failure to obtain such consents or make such registrations, declarations or filings would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not: (ia) assuming the Company’s, Parent’s and Merger Sub’s compliance with all applicable antitrust and competition laws, conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties Subject Securities is or may be bound bound; (b) if Stockholder is not an individual, violate, contravene or affectedconflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of Stockholder; or (iic) result in or constitute (with or without notice or lapse of time) any material breach of or material default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties Subject Securities is or may be bound or affected, except except, in each case of the foregoing clauses (i) and (ii)case, as for any conflict, violation, breach, default or right which would not reasonably be expected to impair, adversely affect or delay in any material respect the ability of such Stockholder to perform Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of filing with or notification of, nor any permit, authorization, consent or approval of, any Person, except other than as required under the United States Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, other similar securities laws and the rules and regulations promulgated thereunder or where the failure to make such filings or obtain such permits, authorizations, consents or approvals would not reasonably be expected to impairnot, adversely affect individually or in the aggregate, prevent or materially delay the ability performance by Stockholder of such any of its obligations under this Agreement. Assuming the Company’s, Parent’s and Merger Sub’s compliance with all applicable antitrust and competition laws, no consent or notification of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Stockholder to perform Stockholder’s obligations hereunder in connection with the execution, delivery or to consummate performance of this Agreement or the consummation of the transactions contemplated hereby on a timely basishereby, other than (m) as required under the Securities Act, the Exchange Act, other similar securities laws and the rules and regulations promulgated thereunder and (n) as would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement.

No Conflicts or Consents. (ai) The execution and delivery of this Stockholder Agreement and the Proxy by Stockholder do not, and the performance of this Stockholder Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affected, except in each the case of the foregoing clauses clause (i) and or (ii), as ) above where any of such events would not reasonably be expected have a material adverse effect on Stockholder or otherwise impair Stockholder's ability to impair, adversely affect or delay the ability of such Stockholder to perform satisfy Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder. (bii) The execution and delivery of this Stockholder Agreement and the Proxy by Stockholder do not, and the performance of this Stockholder Agreement and the Proxy by Stockholder will not, require any Consent consent or approval of any Person, except as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound bound, except for any conflict or affectedviolation which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent filing with, nor any permit, authorization, consent or approval of, any Person. The execution and delivery of any additional proxy pursuant to Section 4.2(a)(ii) with respect to any Shares that are Owned beneficially but not of record by Stockholder do not, and the performance of any such additional proxy will not, require any filing with, nor any permit, authorization, consent or approval of, any Person. No consent of, except as would not reasonably or registration, declaration or filing with, any Governmental Body is required to be expected obtained or made by or with respect to impairStockholder in connection with the execution, adversely affect delivery or delay performance of this Agreement or the ability consummation of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement.

No Conflicts or Consents. (a) The Subject to the Waivers being fully and validly effective and enforceable under applicable law and otherwise, the execution and delivery of this Agreement and the Proxy by Stockholder Shareholder do not, and the performance of this Agreement and the Proxy by Stockholder Shareholder will not: (i) conflict with, or result in a violation or breach of, or default under (with or violate without the giving of notice or the lapse of time or both): (A) any Law provision of the articles of incorporation, bylaws or Order similar organizational documents of Shareholder; or (B) any Legal Requirement in effect as of the date hereof known to Shareholder and applicable to Stockholder Shareholder’s execution, delivery or by which Stockholder or any performance of Stockholder’s properties is or may be bound or affectedthis Agreement; or (ii) conflict with, or result in a violation or constitute breach of, or default under (with or without the giving of notice or the lapse of time) any breach of time or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant toboth), any Contract to which Stockholder Shareholder is a party or by which Stockholder Shareholder or any of StockholderShareholder’s affiliates Affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii)case, as that would not reasonably be expected to impairprevent, adversely affect delay or delay impair in any material respect the ability of such Stockholder Shareholder to perform StockholderShareholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement. (b) The execution and delivery of this Agreement and the Proxy by Stockholder Shareholder do not, and the performance of this Agreement and the Proxy by Stockholder Shareholder will not, require any Consent consent or approval of any PersonPerson other than the Waivers and other than have already been obtained. The execution and delivery of any additional proxy pursuant to Section 4.2(a)(ii) with respect to any Company Securities that are owned beneficially but not of record by Shareholder do not, except as would not reasonably be expected to impairand the performance of any such additional proxy will not, adversely affect require any consent or delay approval of any Person other than the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisWaivers.

No Conflicts or Consents. (a) The Except as would not materially restrict, limit or impair the performance of any of Stockholder’s obligations hereunder, the execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) if Stockholder is an Entity, conflict with or violate any Law of the charter or organizational documents of Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of Stockholder; (ii) conflict with or violate any Legal Requirement or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affectedbound; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The Except as would not materially restrict, limit or impair the performance of any of Stockholder’s obligations hereunder, the execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of any Person. Except as required by the rules and regulations promulgated under the Exchange Act, except as would not reasonably be expected Stockholder is not, nor will Stockholder be, required to impairgive any notice to any person in connection with the execution, adversely affect delivery or delay the ability performance of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisthis Agreement.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affectedaffected (other than any necessary filings under the HSR Act or the Exchange Act), except in each case of the foregoing clauses (i) and (ii)for any such breaches, as defaults or other occurrences that would not reasonably be expected to impair, adversely affect prevent or delay the ability performance by Stockholder of such Stockholder to perform Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent consent or approval of any Person. The execution and delivery of any additional proxy pursuant to Section 4.2(a)(ii) with respect to any shares of Company Common Stock that are owned beneficially but not of record by Stockholder do not, except and the performance of any such additional proxy will not, require any consent or approval of any Person. (c) Exhibit B identifies each Contract under which Stockholder or any affiliate of Stockholder has or may acquire any right against any of the Acquired Corporations. Except as would not reasonably be expected to impairdisclosed on Exhibit B, adversely affect neither Stockholder nor any affiliate of Stockholder shall have any rights or delay claims under any such Contract against the ability of such Stockholder to perform Stockholder’s obligations hereunder Company, Parent or to consummate any other Person after the transactions contemplated hereby on a timely basisEffective Time.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affectedaffected (other than any necessary filings under the HSR Act or the Exchange Act), except in each case of the foregoing clauses (i) and (ii)for any such breaches, as defaults or other occurrences that would not reasonably be expected to impair, adversely affect prevent or delay the ability performance by Stockholder of such Stockholder to perform Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent consent or approval of any Person. (c) Exhibit A identifies each Contract under which Stockholder or any affiliate of Stockholder has or may acquire any right against any of the Acquired Corporations. Except as disclosed on Exhibit A, except as would not reasonably be expected to impairneither Stockholder nor any affiliate of Stockholder shall have any rights or claims under any such Contract against the Company, adversely affect Parent or delay any other Person after the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisEffective Time.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound bound, except for any conflict or affectedviolation which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or thereunder or consummate the transactions contemplated hereby; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent filing with, nor any permit, authorization, consent or approval of, any Person. The execution and delivery of any additional proxy pursuant to Section 4.2(a)(ii) with respect to any shares of Company Common Stock that are Owned beneficially but not of record by Stockholder do not, and the performance of any such additional proxy will not, require any filing with, nor any permit, authorization, consent or approval of, any Person. No consent of, except as would not reasonably or registration, declaration or filing with, any Governmental Body is required to be expected obtained or made by or with respect to impairStockholder in connection with the execution, adversely affect delivery or delay performance of this Agreement or the ability consummation of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) if Stockholder is an Entity, conflict with or violate any Law of the charter or organizational documents of Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of Stockholder; (ii) conflict with or violate any Legal Requirement or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affectedaffected in any material respect; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of any Person. The execution and delivery of any additional proxy pursuant to Section 3.3(a)(ii) with respect to any shares of Company Common Stock that are owned beneficially but not of record by Stockholder do not, except as would not reasonably be expected and the performance of any such additional proxy will not, require any Consent of any Person. Stockholder is not, nor will Stockholder be, required to impairgive any notice to any person in connection with the execution, adversely affect delivery or delay performance of this Agreement or the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisProxy.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by such Stockholder do not, and the performance of this Agreement and the Proxy by such Stockholder will not: (i) if such Stockholder is an Entity, conflict with or violate any of the charter or organizational documents of such Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of such Stockholder; (ii) conflict with or violate in any material respect any Law or Order applicable to such Stockholder or by which such Stockholder or any of Stockholder’s its properties is or may be bound or affected; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the such Stockholder’s Subject Securities pursuant to, any Contract to which such Stockholder is a party or by which such Stockholder or any of Stockholder’s affiliates its Affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by such Stockholder do does not, and the performance of this Agreement and the Proxy by such Stockholder will not, require any Consent of any Person, except as where the failure to obtain such Consent would not reasonably be expected to impairprevent, adversely affect materially interfere with, materially delay or delay the materially impair such Stockholder’s ability of such Stockholder to perform such Stockholder’s obligations hereunder under this Agreement. Such Stockholder is not, nor will such Stockholder be, required to give any notice to any Person in connection with the execution, delivery or to consummate the transactions contemplated hereby on a timely basisperformance of this Agreement.

No Conflicts or Consents. (a) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affected, except in each the case of the foregoing clauses clause (i) and or (ii), as ) above where any of such events would not reasonably be expected have a material adverse effect on Stockholder or otherwise impair Stockholder's ability to impair, adversely affect or delay the ability of such Stockholder to perform satisfy Stockholder’s 's obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder. (b) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not, require any Consent consent or approval of any Person, except as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound bound, except for any conflict or affectedviolation which would not adversely affect in any material respect the ability of Stockholder to perform its obligations hereunder or consummate the transactions contemplated hereby; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent filing with, nor any permit, authorization, consent or approval of, any Person. The execution and delivery of any additional proxy pursuant to Section 4.2(a)(ii) with respect to any shares of Company Common Stock that are Owned beneficially but not of record by Stockholder do not, and the performance of any such additional proxy will not, require any filing with, nor any permit, authorization, consent or approval of, any Person. No consent of, except as would not reasonably or registration, declaration or filing with, any Governmental Body is required to be expected obtained or made by or with respect to impairStockholder in connection with the execution, adversely affect delivery or delay performance of this Agreement or the ability consummation of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s 's properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s 's affiliates or properties is or may be bound or affected; other than, except in each case of the foregoing clauses (i) and (ii)case, as would not reasonably be expected to impair, adversely affect prevent or materially delay or impair the ability consummation by Stockholder of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisby this Agreement. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent consent or approval of any PersonPerson (i) other than such consents and approvals that have been obtained, except (ii) any consent or approval required under the HSR Act and expiration of any applicable waiting period thereunder or (iii) such consents or approvals as would not reasonably be expected to impair, adversely affect prevent or materially delay or impair the ability consummation by Stockholder of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on by this Agreement. (c) If Stockholder is a timely basismarried natural person and the Subject Securities of Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Stockholder's spouse, enforceable against such spouse in accordance with its terms.

No Conflicts or Consents. (a) The execution and delivery of this Support Agreement and the Proxy by Stockholder do not, and the performance of this Support Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law Legal Requirement or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Support Agreement and the Proxy by Stockholder do not, and the performance of this Support Agreement and the Proxy by Stockholder will not, require any Consent of any Person. (c) Exhibit B identifies each Contract (other than indemnification and benefit Contracts made available to Parent) under which Stockholder or any Affiliate of Stockholder has or may acquire any right against either of the Acquired Corporations. Except as disclosed on Exhibit B, except as would not reasonably be expected to impairneither Stockholder nor any Affiliate of Stockholder shall have any rights or claims under any such Contract against the Company, adversely affect Parent or delay any other Person after the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisEffective Time.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do Securityholder does not, and the performance of this Agreement and the Proxy by Stockholder Securityholder will not: (i) conflict with or violate any Law or Order Legal Requirements applicable to Stockholder Securityholder or by which Stockholder Securityholder or any of StockholderSecurityholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or require any notice or consent under or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Covered Securities pursuant to, any Contract to which Stockholder Securityholder is a party or by which Stockholder Securityholder or any of StockholderSecurityholder’s affiliates Affiliates or properties is or may be bound or affected, except for such consents or waivers as shall be obtained on or prior to the date hereof in each case respect of the foregoing Financing Agreement; or (iii) conflict with or violate any provision of the articles or certificate of incorporation or formation, by-laws, limited liability company agreement or such other organizational documents of Securityholder, as applicable, except, with respect to clauses (i) and (ii), as for such exceptions that, individually or in the aggregate, would not reasonably be expected to impair, adversely affect or delay have a material adverse effect on the ability of such Stockholder Securityholder to perform Stockholder’s its obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do Securityholder does not, and the performance of this Agreement and the Proxy by Stockholder Securityholder will not, require any Consent consent (other than customary corporate or equivalent authorization) of any Person, except Person other than the consent under the Financing Agreement obtained as would not reasonably be expected of the date hereof. Securityholder has obtained all necessary consents and approvals under the Financing Agreement to impair, adversely affect or delay the ability enter into this Agreement and perform its obligations hereunder. A copy of such Stockholder consent has been provided to perform Stockholderthe Company and Parent. (c) Securityholder is not party to any Contract that would limit or prevent Securityholder from effecting the Indenture Amendments, other than the Financing Agreement, under which the administrative agent’s obligations hereunder or consent to consummate the transactions contemplated hereby on a timely basisIndenture Amendments has been obtained.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder Shareholder do not, and the performance of this Agreement and the Proxy by Stockholder Shareholder will not: (i) conflict with or violate any Law or Order applicable to Stockholder Shareholder or by which Stockholder Shareholder or any of StockholderShareholder’s assets or properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any Contract to which Stockholder Shareholder is a party or by which Stockholder Shareholder or any of StockholderShareholder’s affiliates affiliates, assets or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder Shareholder to perform StockholderShareholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder Shareholder do not, and the performance of this Agreement and the Proxy by Stockholder Shareholder will not, require any Consent of any Personperson, except as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder Shareholder to perform StockholderShareholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected; other than, except in each case of the foregoing clauses (i) and (ii)case, as would not reasonably be expected to impair, adversely affect prevent or materially delay or impair the ability consummation by Stockholder of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisby this Agreement. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent consent or approval of any PersonPerson (i) other than such consents and approvals that have been obtained, except (ii) any consent or approval required under the HSR Act and expiration of any applicable waiting period thereunder or (iii) such consents or approvals as would not reasonably be expected to impair, adversely affect prevent or materially delay or impair the ability consummation by Stockholder of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on by this Agreement. (c) If Stockholder is a timely basismarried natural person and the Subject Securities of Stockholder constitute community property or otherwise need spousal or other approval to be legal, valid and binding, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, Stockholder’s spouse, enforceable against such spouse in accordance with its terms.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Applicable Law or Order applicable to such Stockholder or by which Stockholder or any of Stockholder’s properties assets is or may be bound or affected; affected or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities securities of the Company owned by Stockholder pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties assets is or may be bound or affected, except in each any case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect which could materially delay or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate materially burden the transactions contemplated hereby on a timely basisby this Agreement. (b) The No filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Stockholder for the execution, delivery and performance of this Agreement; provided, however, that the undersigned Stockholder does not make any representation or warranty in this Section 5.2 with respect to federal securities laws or state securities or “blue sky” laws. (c) There is no Proceeding by or before any Governmental Authority pending or, to the knowledge of Stockholder, threatened against Stockholder or any of his, her or its Affiliates that challenges or would challenge the execution and delivery of this Agreement and or the Proxy taking of any of the actions required to be taken by Stockholder do not, and the performance of under this Agreement and the Proxy by Stockholder will not, require any Consent of any Person, except as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisAgreement.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by such Stockholder do does not, and the performance of this Agreement and the Proxy by such Stockholder will not: (i) conflict with or violate (A) any Law law, rule, regulation, order, decree or Order judgment applicable to such Stockholder or by which such Stockholder or any of such Stockholder’s properties is or may be bound or affected(B) if such Stockholder is not a natural person, the governing documents of such Stockholder; or (ii) result in or constitute (with or without notice or lapse of time) any material breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant toto any Contract, any Contract to which order or other instrument binding on such Stockholder is a party or by which such Stockholder or any of such Stockholder’s affiliates or properties is or may be bound or affected, except other than, in each the case of the foregoing clauses (i) and clause (ii), as where any such conflict, violation, breach, default or right would not not, individually or in the aggregate, reasonably be expected to impair, adversely affect prevent or materially delay the ability of performance by such Stockholder to perform Stockholder’s of any of its obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement. (b) The execution and delivery of this Agreement and the Proxy by such Stockholder do does not, and the performance of its obligations under this Agreement and the Proxy by such Stockholder will not, require any Consent of filing with, nor any permit, authorization, consent or approval of, any Person, except as other than where the failure to make such filings or obtain such permits, authorizations, consents or approvals would not reasonably be expected to impairnot, adversely affect individually or in the aggregate, prevent or delay the ability of performance by such Stockholder of any of its obligations under this Agreement. No consent of, or registration, declaration or filing with, any Governmental Entity is required to perform Stockholder’s obligations hereunder be obtained or made by or with respect to consummate such Stockholder in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby on a timely basishereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement or where the failure to obtain such consents or make such registrations, declarations or filings would not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of its obligations under this Agreement.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) if Stockholder is an Entity, conflict with or violate any Law of the charter or organizational documents of Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of Stockholder; (ii) conflict with or violate any Legal Requirement or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of any Person. The execution and delivery of any additional proxy pursuant to Section 3.3(a)(ii) with respect to any shares of Company Common Stock that are owned beneficially but not of record by Stockholder do not, except as would not reasonably be expected and the performance of any such additional proxy will not, require any Consent of any Person. Stockholder is not, nor will Stockholder be, required to impairgive any notice to any person in connection with the execution, adversely affect delivery or delay performance of this Agreement or the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisProxy.

No Conflicts or Consents. (a1) The execution and delivery of this Voting Agreement and the Proxy by such Stockholder do does not, and the performance of this Voting Agreement and the Proxy by such Stockholder will not: (i) if such Stockholder is a Corporate Stockholder, conflict with or violate any provision of the certificate of incorporation, by-laws or similar governing documents of such Stockholder, if applicable; (ii) conflict with or violate any Applicable Law or Order applicable to such Stockholder or by which Stockholder he, she or any of Stockholder’s properties it or the Common Stock is or may be bound or affected; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) or restriction on any of the Subject Securities Common Stock pursuant to, any Contract contract or agreement to which such Stockholder is a party or by which such Stockholder or any of Stockholder’s affiliates or properties the Common Stock is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b2) The execution and delivery of this Voting Agreement and the Proxy by such Stockholder do does not, and the performance of this Voting Agreement and the Proxy by such Stockholder will not, require any Consent consent or approval of any Person. (3) There is no claim, except as would not reasonably be expected action, proceeding, or investigation pending or, to impair, adversely affect or delay the ability best knowledge of such Stockholder, threatened against or relating to the Stockholder to perform before any court or governmental or regulatory authority or body (including the National Association of Securities Dealers, Inc.) that, if determined adversely, would prohibit the Stockholder from performing the Stockholder’s obligations hereunder or hereunder. (4) The Stockholder is not subject to consummate any outstanding Order that would prohibit the transactions contemplated hereby on a timely basisStockholder from performing the Stockholder’s obligations hereunder.

No Conflicts or Consents. (ai) The execution and delivery of this Voting Agreement and the Proxy (and any other proxy delivered pursuant to Section 4.2(a)(ii)) by Stockholder do not, and the performance of this Voting Agreement and the Proxy (and any other proxy delivered pursuant to Section 4.2(a)(ii)) by Stockholder will not: (iA) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties assets is or may be bound or affected; or (iiB) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates affiliates, family members or properties assets is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (bii) The execution and delivery of this Voting Agreement and the Proxy by Stockholder do not, and the performance of this Voting Agreement and the Proxy by Stockholder will not, require any Consent or approval of any Personperson. The execution and delivery by Stockholder of any additional proxy pursuant to Section 4.2(a)(ii) with respect to any shares of Company Common Stock that are owned beneficially but not of record by Stockholder do not, except and the performance of any such additional proxy will not, require any Consent or approval of any person. (iii) Exhibit B identifies each contract under which Stockholder or any affiliate or family member of Stockholder has or may acquire any right against the Company or its subsidiaries. Except as would not reasonably be expected to impairdisclosed on Exhibit B, adversely affect neither Stockholder nor any affiliate of Stockholder shall have any rights or delay claims under any such contract against the ability of such Stockholder to perform Stockholder’s obligations hereunder Company, Purchaser or to consummate any other person after the transactions contemplated hereby on a timely basisEffective Time.

No Conflicts or Consents. (a) The execution and delivery of this Stockholder Agreement and the Proxy by Stockholder (and any other proxy delivered pursuant to Section 4.2(a)(ii)) do not, and the performance of this Stockholder Agreement and the Proxy by Stockholder (and any other proxy delivered pursuant to Section 4.2(a)(ii)) will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties assets is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates affiliates, family members or properties assets is or may be bound or affectedaffected if the termination, except in each case of the foregoing clauses (i) and (ii)amendment, as acceleration, cancellation, restriction or encumbrance would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform have an adverse effect on Stockholder’s ability to execute, deliver or perform its obligations hereunder under this Stockholder Agreement or to consummate the transactions contemplated hereby on a timely basisany of Parent’s rights hereunder. (b) The execution and delivery of this Stockholder Agreement and the Proxy by Stockholder do not, and the performance of this Stockholder Agreement and the Proxy by Stockholder will not, require any Consent or approval of any Person. The execution and delivery of any additional proxy pursuant to Section 4.2(a)(ii) with respect to any shares of Company Common Stock that are owned beneficially but not of record by Stockholder do not, except and the performance of any such additional proxy will not, require any Consent or approval of any Person. (c) Exhibit B identifies each Contract under which Stockholder or any affiliate or family member of Stockholder has or may acquire any right against any of the Acquired Corporations. Except as would not reasonably be expected to impairdisclosed on Exhibit B, adversely affect neither Stockholder nor any affiliate of Stockholder shall have any rights or delay claims under any such Contract against the ability of such Stockholder to perform Stockholder’s obligations hereunder Company, Parent or to consummate any other Person after the transactions contemplated hereby on a timely basisEffective Time.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) if Stockholder is an corporation, partnership or other entity, conflict with or violate any of the charter or organizational documents of Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of Stockholder; (ii) conflict with or violate any Law or Order order, writ, injunction, judgment or decree applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or impair the rights of Stockholder to alter the rights or obligations of any Person under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case for any of the foregoing clauses (i) and (ii), as that would not reasonably be expected to impairprevent, adversely affect delay or delay impair the ability of such the Stockholder to perform the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basishereunder. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of the Stockholder’s obligations under this Agreement and the Proxy by Stockholder will not, require any Consent of any Person. The execution and delivery of any additional proxy pursuant to Section 3.3(a)(ii) with respect to any shares of Company Capital Stock that are owned beneficially but not of record by Stockholder do not, and the performance of any such additional proxy will not, require any Consent of any Person. Stockholder is not, nor will Stockholder be, required to give any notice to any person in connection with the execution, delivery or performance of this Agreement or the Proxy, except as would not reasonably be expected any of the foregoing that has been delivered prior to impair, adversely affect or delay the ability execution of such Stockholder to perform this Agreement by the Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affectedbound; or (ii) result in or constitute (with or without notice or lapse of time) any material breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) Encumbrance on any of the Subject Securities pursuant to, to any material Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates Affiliates or properties is or may be bound or affected, except other than, in each case of case, where any such conflict, violation, breach, default or right would not, individually or in the foregoing clauses (i) and (ii)aggregate, as would not reasonably be expected to impair, adversely affect prevent or materially delay the ability performance by Stockholder of such Stockholder to perform Stockholder’s any of its obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of filing with, nor any permit, authorization, consent or approval of, any Person, except as other than where the failure to make such filings or obtain such permits, authorizations, consents or approvals would not reasonably be expected to impairnot, adversely affect individually or in the aggregate, prevent or delay the ability performance by Stockholder of such any of its obligations under this Agreement. No consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Stockholder to perform Stockholder’s obligations hereunder in connection with the execution, delivery or to consummate performance of this Agreement or the consummation of the transactions contemplated hereby on a timely basishereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement or where the failure to obtain such consents or make such registrations, declarations or filings would not, individually or in the aggregate, prevent or materially delay the performance by Stockholder of any of its obligations under this Agreement.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not: [(i) conflict with or violate any Law of the charter or organizational documents of Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of Stockholder;]4 [(ii)] conflict with or violate any applicable Laws or Order applicable to binding on Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affectedaffected in any material respect; or [(ii) iii)] result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do does not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent consent of any Person. Stockholder is not, except as would not reasonably nor will Stockholder be, required to give any notice to any person in connection with the execution, delivery or performance of this Agreement or the Proxy. 1 Note to Draft: To be expected included in agreements with any non-individual. 2 Note to impair, adversely affect or delay the ability of such Draft: To be included in agreements with any individual. 3 Note to Draft: Applicable language to be selected based on Stockholder entity type. To be deleted if Stockholder is an individual. 4 Note to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisDraft: Remove from agreements with any individual.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by such Stockholder do not, and the performance of this Agreement and the Proxy by such Stockholder will not: (i) if such Stockholder is an Entity, conflict with or violate any of the charter or organizational documents of such Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of such Stockholder; (ii) conflict with or violate in any material respect any Law or Order applicable to such Stockholder or by which such Stockholder or any of Stockholder’s its properties is or may be bound or affected; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) on any of the such Stockholder’s Subject Securities pursuant to, any Contract to which such Stockholder is a party or by which such Stockholder or any of Stockholder’s its affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by such Stockholder do does not, and the performance of this Agreement and the Proxy by such Stockholder will not, require any Consent consent of any Person, except as where the failure to obtain such consent would not reasonably be expected to impairprevent, adversely affect materially interfere with, materially delay or delay the materially impair such Stockholder’s ability of such Stockholder to perform such Stockholder’s obligations hereunder under this Agreement. Such Stockholder is not, nor will such Stockholder be, required to give any notice to any Person in connection with the execution, delivery or to consummate the transactions contemplated hereby on a timely basisperformance of this Agreement.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) if Stockholder is an Entity, conflict with or violate any of the charter or organizational documents of Stockholder or any resolution adopted by the equity holders, the board of directors (or other similar body) or any committee of the board of directors (or other similar body) of Stockholder; (ii) conflict with or violate any Law or Order applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affectedaffected in any material respect; or (iiiii) result in or constitute (with or without notice or lapse of timetime or both) any breach of or default under, or give to any other Person (with or without notice or lapse of timetime or both) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of timetime or both) in the creation of any Lien (other than Liens created by this Agreement) encumbrance on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent of any Person. Stockholder is not, except as would not reasonably be expected nor will Stockholder be, required to impairgive any notice to any person in connection with the execution, adversely affect delivery or delay performance of this Agreement or the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisProxy.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder Option Holder do not, and the performance of this Agreement and the Proxy by Stockholder Option Holder will not: (i) conflict with, or result in a violation or breach of, or default under (with or violate without the giving of notice or the lapse of time or both): (A) if Option Holder is an entity, any Law provision of the articles of incorporation, bylaws or Order similar organizational documents of Option Holder; or (B) any Legal Requirement known to Option Holder and applicable to Stockholder Option Holder’s execution, delivery or by which Stockholder or any performance of Stockholder’s properties is or may be bound or affectedthis Agreement; or (ii) conflict with, or result in a violation or constitute breach of, or default under (with or without the giving of notice or the lapse of time) any breach of time or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant toboth), any Contract to which Stockholder Option Holder is a party or by which Stockholder Option Holder or any of StockholderOption Holder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii)case, as that would not reasonably be expected to impairprevent, adversely affect delay or delay impair in any material respect the ability of such Stockholder Option Holder to perform StockholderOption Holder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement. (b) The execution and delivery of this Agreement and the Proxy by Stockholder Option Holder do not, and the performance of this Agreement and the Proxy by Stockholder Option Holder will not, require any Consent consent or approval of any Person. The execution and delivery of any additional proxy pursuant to Section 4.2(a)(ii) with respect to any Company Securities that are owned beneficially but not of record by Option Holder do not, except as would not reasonably be expected to impairand the performance of any such additional proxy will not, adversely affect require any consent or delay the ability approval of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basisany Person.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not: (i) conflict with or violate any Law law, rule, regulation, order, decree or Order judgment applicable to Stockholder or by which Stockholder or any of Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) encumbrance or restriction on any of the Subject Securities pursuant to, any Contract to which Stockholder is a party or by which Stockholder or any of Stockholder’s affiliates or properties is or may be bound or affected, except in each case of the foregoing clauses (i) and (ii), as would not reasonably be expected to impair, adversely affect or delay the ability of such Stockholder to perform Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby on a timely basis. (b) The execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of this Agreement and the Proxy by Stockholder will not, require any Consent consent or approval of any Person. The execution and delivery of any additional proxy pursuant to Section 3.2(a)(ii) with respect to any shares of Company Common Stock that are owned beneficially but not of record by Stockholder do not, except and the performance of any such additional proxy will not, require any consent or approval of any Person. (c) Exhibit B identifies each Contract under which Stockholder or any affiliate of Stockholder has or may acquire any right against any of the Acquired Corporations. Except as would not reasonably be expected to impairdisclosed on Exhibit B, adversely affect neither Stockholder nor any affiliate of Stockholder shall have any rights or delay claims under any such Contract against the ability of such Stockholder to perform Stockholder’s obligations hereunder Company, Parent or to consummate any other Person after the transactions contemplated hereby on a timely basisEffective Time.

No Conflicts or Consents. (a) The execution and delivery of this Agreement and the Proxy by such Stockholder do does not, and the performance of this Agreement and the Proxy by such Stockholder will not: (i) conflict with or violate (A) any Law law, rule, regulation, order, decree or Order judgment applicable to such Stockholder or by which such Stockholder or any of such Stockholder’s properties is or may be bound or affected(B) if such Stockholder is not a natural person, the governing documents of such Stockholder; or (ii) result in or constitute (with or without notice or lapse of time) any material breach of or default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Lien (other than Liens created by this Agreement) on any of the Subject Securities pursuant toto any Contract, any Contract to which Order or other instrument binding on such Stockholder is a party or by which such Stockholder or any of such Stockholder’s affiliates or properties is or may be bound or affected, except other than, in each the case of the foregoing clauses (i) and clause (ii), as where any such conflict, violation, breach, default or right would not not, individually or in the aggregate, reasonably be expected to impair, adversely affect prevent or materially delay the ability of performance by such Stockholder to perform Stockholder’s of any of its obligations hereunder or to consummate the transactions contemplated hereby on a timely basisunder this Agreement. (b) The execution and delivery of this Agreement and the Proxy by such Stockholder do not, and the performance of this Agreement and the Proxy by such Stockholder will not, require any Consent of filing with, nor any permit, authorization, consent or approval of, any Person, except as other than where the failure to make such filings or obtain such permits, authorizations, consents or approvals would not reasonably be expected to impairnot, adversely affect individually or in the aggregate, prevent or delay the ability of performance by such Stockholder of any of its obligations under this Agreement. No consent of, or registration, declaration or filing with, any Governmental Authority is required to perform Stockholder’s obligations hereunder be obtained or made by or with respect to consummate such Stockholder in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby on a timely basishereby, other than such reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement or where the failure to obtain such consents or make such registrations, declarations or filings would not, individually or in the aggregate, prevent or materially delay the performance by such Stockholder of any of its obligations under this Agreement.