Common use of No Conflicts or Violations; No Consents or Approvals Required Clause in Contracts

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution execution, delivery and delivery performance by Purchaser of this Agreement do not, and the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will Agreements does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby Transaction will not not, conflict with, or result in any breach violation of or constitute default under, or give rise to a violationright of termination, default cancellation or event acceleration with notice, lapse of default time or both, of any right or obligation under, or result in the creation of any Lien upon on any of the assets or properties or assets of Purchaser or any of its subsidiaries undersubsidiaries, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the articles of organization or any of its subsidiaries' Certificate of Incorporation, Byby-laws or similar comparable organizational or governing documentdocuments of Purchaser or Purchaser’s Significant Subsidiaries, (ii) any Contract, note, instrument or financing obligation material Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective the properties or assets of Purchaser or any of its subsidiaries is bound or (iii) any Judgment applicable to Purchaser or any of its subsidiaries or any of their properties or assets or (iv) subject to the matters referred to in Section 4.04(b), any Applicable Law applicable to Purchaser or any of its subsidiaries or any of their respective properties or assets, assets other than, in the case of each of clauses (iiiii) and (iii) aboveiv), any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate Effect. As of the transactions contemplated hereby. No Consent ofClosing Date, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance by Purchaser of this Agreement or and the Ancillary Agreements and the consummation of the Acquisition other than (A) compliance Transaction will not conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration with and filings notice, lapse of time or both, of any right or obligation under, or result in the creation of any Lien on any of the assets or properties of Purchaser or its subsidiaries, under any provision of the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure articles of which to obtain organization or make would not reasonably be expected to have a Purchaser Material Adverse Effectby-laws or comparable organizational or governing documents any of Purchaser’s subsidiaries.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution execution, delivery and delivery performance by Purchaser of this Agreement do not, and the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will Agreements does not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby Transaction will not not, conflict with, or result in any breach violation of or constitute default under, or give rise to a violationright of termination, default cancellation or event acceleration with notice, lapse of default time or both, of any right or obligation under, or result in the creation of any Lien upon on any of the assets or properties or assets of Purchaser or any of its subsidiaries undersubsidiaries, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the articles of organization or any of its subsidiaries' Certificate of Incorporation, Byby-laws or similar comparable organizational or governing documentdocuments of Purchaser or Purchaser's Significant Subsidiaries, (ii) any Contract, note, instrument or financing obligation material Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective the properties or assets of Purchaser or any of its subsidiaries is bound or (iii) any Judgment applicable to Purchaser or any of its subsidiaries or any of their properties or assets or (iv) subject to the matters referred to in Section 4.04(b), any Applicable Law applicable to Purchaser or any of its subsidiaries or any of their respective properties or assets, assets other than, in the case of each of clauses (iiiii) and (iii) aboveiv), any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate Effect. As of the transactions contemplated hereby. No Consent ofClosing Date, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance by Purchaser of this Agreement or and the Ancillary Agreements and the consummation of the Acquisition other than (A) compliance Transaction will not conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration with and filings notice, lapse of time or both, of any right or obligation under, or result in the creation of any Lien on any of the assets or properties of Purchaser or its subsidiaries, under any provision of the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure articles of which to obtain organization or make would not reasonably be expected to have a Purchaser Material Adverse Effectby-laws or comparable organizational or governing documents any of Purchaser's subsidiaries.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by each of Purchaser and PRC Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Global Acquisition or the China Acquisition, as applicable, and the other transactions contemplated hereby and thereby will not not, conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or PRC Purchaser, or any of its their respective subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser, PRC Purchaser or any of its their respective subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser, PRC Purchaser or any of its their respective subsidiaries is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law statute, law, ordinance, legally-binding rule or regulation applicable to Purchaser or PRC Purchaser or any of its subsidiaries or their respective subsidiaries, properties or assets, other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser, PRC Purchaser or any of its their respective subsidiaries in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, as applicable, or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws Laws, (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, (E) those as are necessary under Applicable Law for PRC Purchaser to be able to conduct the China Business at the China Facility in all material respects as such China Business is being conducted by PRC Seller at the China Facility immediately prior to the China Closing and (CF) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser Seller of this Agreement do not, the execution and delivery by Purchaser Seller and each of the Seller Subsidiaries of each Ancillary Agreement or the Warrants to which it is, or is specified to will be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements will not conflict with, or result in any breach of or constitute a violationdefault under (or an event that, default with notice or event lapse of default time or both, would become a default), require any consent of any person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Transferred Assets under, any provision of (i) in the case of Seller, its or any of its subsidiaries' Certificate of Incorporation, Incorporation or By-laws or similar governing documentand, in the case of each of the Seller Subsidiaries, its comparable organizational documents, (ii) any Contract (including any Transferred Contract, note, instrument or financing obligation ) to which Purchaser Seller or any of its subsidiaries the Seller Subsidiaries is a party or by which the Business or any of their respective properties the Transferred Assets or assets Assumed Liabilities is bound bound, or (iii) any Judgment injunction, judgment, order or Applicable Law decree (“Judgment”) or statute, law, ordinance, legally-binding rule, executive order, code or regulation applicable to Purchaser Seller or any of its subsidiaries the Seller Subsidiaries, the Business or their respective properties any of the Transferred Assets or assetsAssumed Liabilities (“Applicable Law”), other than, in the case of clauses (ii) and (iii) above, any such items that have not had and would not reasonably be expected to have a Purchaser Business Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate except as set 101951134.15 forth on Section 3.03 of the transactions contemplated herebySeller Disclosure Schedule. No Consent Consent, permit, authorization or approval of, or registration, declaration declaration, notice or filing with, any Federal, state, local or foreign government, court, tribunal, arbitral body, governmental agency, authority, instrumentality, commission or regulatory body (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries the Seller Subsidiaries in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation of the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) compliance with and the filings and notifications receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable Environmental Laws competition, merger control, antitrust or similar Applicable Law of any jurisdiction (together with the HSR Act, “Antitrust Laws”), (C) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CD) those the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, and the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants Agreements to which it is, or Purchaser is specified to be, a party will do not, and the consummation by Purchaser of the Acquisition and the other transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements will not conflict with, or result in any breach of or constitute a violation, default or event give rise to any right of default termination or acceleration under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its or any of its subsidiaries' Certificate the Articles of Incorporation, By-laws or similar governing documentother organizational documents of Purchaser or any of its subsidiaries, (ii) any Contract, note, instrument or financing obligation material Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any material Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, in each case other than, in the case of clauses (ii) and (iii) above, than any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws Laws, (C) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, (D) compliance with and filings under the Exchange Act, and (CE) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser and each of the Purchaser Parties of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, not and the consummation of the Acquisition and the other transactions contemplated hereby by this Agreement and thereby such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries underPurchaser, any Purchaser Party or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person their affiliates under, any provision of (i) its the organizational documents of Purchaser, any Purchaser Party or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documenttheir affiliates, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser, any Purchaser Party or any of its subsidiaries their respective affiliates is a party or by which any of their respective properties or assets is bound or bound, (iii) any Judgment or (iv) Applicable Law applicable to Purchaser, any Purchaser Party or any of its subsidiaries their respective affiliates or any of their respective properties or assets, other than, in the case of clauses (ii) and (iiiiv) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration filing or filing submission with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser, any Purchaser Party or any of its subsidiaries their affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the HSR Act, (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada and Mexico (including, if applicable, any filings and submissions before the CFCE, as may be required under the LFCE, or the CFCE Approval), (C) compliance with and filings under Environmental Laws, (D) compliance with and notifications filings under applicable Environmental Laws Section 13(a) of the Exchange Act, and (CE) those the failure registration, recordation or filing of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectthe Intellectual Property Assignments, the Irapuato Deed and the Le Sueur Deed with the applicable Governmental Entities.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to will be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreement will not conflict with, or result in any breach of or constitute a violationdefault under (or an event that, default with notice or event lapse of default time or both, would become a default), require any consent of any person pursuant to, or give to others any rights of termination, acceleration or cancellation under, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent Consent, permit, authorization or approval of, or registration, declaration declaration, notice or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation of the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, other than (A) compliance with and filings under the HSR Act, (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other Antitrust Laws, (C) compliance with and 101951134.15 filings under the Exchange Act, (D) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the Acquisition and notifications under applicable Environmental Laws the other transactions contemplated hereby and by the Ancillary Agreements and (CE) those the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The Except as set forth in Schedule 4.03, the execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements, will not not, conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of Purchaser Purchaser, or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated hereby. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under Section 13(a) of the Exchange Act, (C) those that may be required solely by reason of Seller’s and notifications under applicable Environmental Laws the Seller Affiliates’ (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements, and (CD) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectbe material to the Purchaser’s ability to consummate the Acquisition.

No Conflicts or Violations; No Consents or Approvals Required. The Subject to the receipt of the Consents and the making of the filings and submissions referenced in the next sentence, the execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, not and the consummation of the Acquisition and the other transactions contemplated hereby by this Agreement and thereby such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in any provision of (a) the creation of any Lien upon any of the properties or assets organizational documents of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentAffiliates, (iib) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries Affiliates is a party or by which any of their respective properties or assets is bound or (iiic) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyAffiliates. No Consent of, or registration, declaration filing or filing submission with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (Ai) compliance with and filings under the HSR Act, (Bii) the Consents, filings and submissions and expirations and terminations of waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (iii) the Consents, filings, and submissions described in Section 5.04, (iv) compliance with and filings under the Exchange Act, (v) those that may be required solely by reason of Seller’s (as opposed to any third party’s) participation in the Acquisition and notifications under applicable Environmental Laws the other transactions contemplated hereby and by the Ancillary Agreements, and (Cvi) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectmaterial adverse effect on Seller’s ability to consummate the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser Seller of this Agreement do not, the execution and delivery by Purchaser Seller and each of the Seller Affiliates of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Acquisition and Seller Affiliates, the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Transferred Assets under, any provision of (i) in the case of Seller, its or any of its subsidiaries' Certificate of Incorporation, Incorporation or By-laws or similar governing documentand, in the case of each of the Seller Affiliates, its comparable organizational documents, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser Seller or any of its subsidiaries the Seller Affiliates is a party or by which any of their respective properties or assets the Transferred Assets is bound or (iii) any Judgment judgment, order or Applicable Law decree (“Judgment”) or statute, law, ordinance, rule or regulation applicable to Purchaser Seller or any of its subsidiaries the Seller Affiliates or their respective properties or assetsany of the Transferred Assets (“Applicable Law”), other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Business Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries the Seller Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws Laws, (D) compliance with and filings under Section 13(a) of the Exchange Act, (E) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CF) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser Seller of this Agreement do does not, the execution and delivery by Purchaser Seller of each Ancillary Agreement or and other agreement and instrument to be executed and delivered in connection with this Agreement and the Warrants Ancillary Agreements to which it is, or is specified to be, a party will not, and the consummation by Seller of the Acquisition and the other transactions contemplated hereby to be consummated by it by this Agreement and thereby such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event give rise to any right of default termination or acceleration under, or result in the creation of any Lien (as defined in Section 3.06(a)) (other than Permitted Liens (as defined in Section 3.06(a)) or Liens arising from acts of Purchaser or its affiliates) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person underTransferred Assets, any provision of (i) its Seller’s Articles of Organization or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentAmended and Restated Operating Agreement, (ii) except as set forth in Schedule 3.03, any ContractBusiness Contract (as defined in Section 3.11(b)) or require notice to any person or permit any person to accelerate, noteterminate, instrument modify or financing obligation to which Purchaser or cancel any of its subsidiaries is a party or by which any of their respective properties or assets is bound Business Contract or (iii) any material Judgment or material Applicable Law applicable to Purchaser Seller or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyTransferred Assets. No Consent consent, approval or authorization (“Consent”) of, or Permit from, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries Seller in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.”),

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser Seller of this Agreement do not, the execution and delivery by Purchaser Seller and each of the Seller Parties of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, not and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Acquisition and Seller Parties, the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its affiliates) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Transferred Assets under, any provision of (i) in the case of Seller, its or any certificate of incorporation and bylaws and, in the case of each of the Seller Parties, its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentcomparable organizational documents, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser Seller or any of its subsidiaries the Seller Parties is a party or by which any of their respective properties or assets the Transferred Assets is bound or bound, (iii) any Judgment judgment, order or decree (“Judgment”) or (iv) any law, statute, ordinance, legally binding rule or regulation or common law interpretation thereof (“Applicable Law Law”) applicable to Purchaser Seller or any of its subsidiaries the Seller Parties or their respective properties or assetsany of the Transferred Assets, other than, in the case of clauses (ii) and (iiiiv) above, any such items that would not reasonably be expected to have a Purchaser Business Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration declaration, filing or filing submission with, any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries the Seller Parties in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), (B) the Consents, filings and submissions, and termination or expiration of such other waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of Canada or Mexico (collectively, the “Foreign Antitrust Laws”) (including, if applicable, any filings and submissions before the Federal Economic Competition Commission (Comisión Federal de Competencia Económica) of Mexico (the “CFCE”), as may be required under the Federal Economic Competition Act of Mexico (Ley Federal de Competencia Económica) (the “LFCE”), or the termination or expiration of such other waiting periods as applicable under the LFCE (the “CFCE Approval”)), (C) compliance with and filings under Section 13(a) of the Exchange Act, (D) those specifically contemplated by this Agreement, including the registration, recordation or filing of the Intellectual Property Assignments, the Irapuato Deed and notifications under the Le Sueur Deed with the applicable Environmental Laws Governmental Entities and (CE) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse EffectAcquisition and the other transactions contemplated hereby and by the Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not and the consummation of the transactions contemplated to be consummated by it by this Agreement will not, and the execution and delivery by each member of Purchaser Group of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, not and the consummation of the Acquisition and the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreement will not not, conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of any member of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Group under, any provision of (ia) its or the organizational documents of any member of its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentPurchaser Group, (iib) any Contract, note, instrument or financing obligation Contract to which any member of Purchaser or any of its subsidiaries Group is a party or by which any of their respective properties or assets is bound bound, (c) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit, or other instrument or obligation of any member of the Purchaser Group, or (iiid) any Judgment or Applicable Law applicable to any member of Purchaser Group or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (iib), (c) and (iiid) above, any such items conflicts, breaches, defaults or Liens that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to any member of Purchaser or any of its subsidiaries Group in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which transactions contemplated to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectconsummated by it by this Agreement.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser Seller of this Agreement do not, the execution and delivery by Purchaser Seller and each of the Seller Affiliates of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Acquisition and Seller Affiliates, the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Transferred Assets under, any provision of (i) in the case of Seller, its or any of its subsidiaries' Certificate of Incorporation, Incorporation or By-laws or similar governing documentand, in the case of each of the Seller Affiliates, its comparable organizational documents, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser Seller or any of its subsidiaries the Seller Affiliates is a party or by which any of their respective properties or assets the Transferred Assets is bound or (iii) any Judgment judgment, order or decree (“Judgment”) or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assetsLaw, other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate material adverse effect on the transactions contemplated herebyTransferred Assets, taken as a whole. No Consent of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries the Seller Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) the filings and receipt, termination or expiration, as applicable, of such other approvals or waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (C) compliance with and filings and notifications under applicable Environmental Laws Laws, (D) compliance with and filings under Section 13(a) of the Exchange Act, (E) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CF) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser Seller of this Agreement do not, the execution and delivery by Purchaser Seller and each of the Seller Affiliates of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Acquisition and Seller Affiliates, the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (as defined in Section 3.05) (other than Permitted Liens (as defined in Section 3.05) or Liens caused by Purchaser) upon any of the properties Transferred Assets or assets of Purchaser or any of its subsidiaries underthe Licensed Patents, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Trademarks and Technology under, any provision of (i) in the case of Seller, its or any of its subsidiaries' Certificate of Incorporation, Incorporation or By-laws or similar governing documentand, in the case of each of the Seller Affiliates, its comparable organizational documents, (ii) except as set forth in Schedule 3.03, any Contract, note, instrument or financing obligation Contract to which Purchaser Seller or any of its subsidiaries the Seller Affiliates is a party or by which any of their respective properties the Transferred Assets or assets the Licensed Patents, Trademarks and Technology is bound bound, or (iii) any Judgment judgment, order or decree ("Judgment") or Federal, state, local, foreign or provincial statute, law, ordinance, rule or regulation ("Applicable Law Law") applicable to Purchaser Seller or any of its subsidiaries the Seller Affiliates or their respective properties any of the Transferred Assets, the Licensed Patents, Trademarks and Technology or assetsthe Businesses, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Businesses Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent consent, approval or authorization ("Consent") of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a "Governmental Entity Entity"), is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries the Seller Affiliates in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition or the other transactions contemplated by this Agreement or the Ancillary Agreements, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (B) compliance with and filings under the Competition Act (Canada), (C) compliance with and filings and notifications under applicable Environmental Laws (as defined in Section 3.12(b)), (D) those that may be required solely by reason of Purchaser's (as opposed to any other third party's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CE) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Businesses Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser Seller of this Agreement do not, the execution and delivery by Purchaser Seller and each of the Seller Affiliates of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Acquisition and Seller Affiliates, the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Transferred Assets under, any provision of (i) in the case of Seller, its or any of its subsidiaries' Certificate of Incorporation, Incorporation or By-laws or similar governing documentand, in the case of each of the Seller Affiliates, its comparable organizational documents, (ii) except as set forth in Schedule 3.03, any Contract, note, instrument or financing obligation Contract to which Purchaser Seller or any of its subsidiaries the Seller Affiliates is a party or by which any of their respective properties or assets the Transferred Assets is bound bound, or (iii) any Judgment judgment, order or decree (“Judgment”) or statute, law, ordinance, rule or regulation (“Applicable Law Law”) applicable to Purchaser Seller or any of its subsidiaries the Seller Affiliates or their respective properties or assetsany of the Transferred Assets, other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Business Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent consent, approval or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries the Seller Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) compliance with those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and filings the other transactions contemplated hereby and notifications under applicable Environmental Laws by the Ancillary Agreements and (C) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Business Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser Seller of this Agreement do not and the consummation of the transactions contemplated to be consummated by it by this Agreement will not, and the execution and delivery by Purchaser each member of Seller Group of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, not and the consummation of the Acquisition and the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreement will not not, conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser Group) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Transferred Assets under, any provision of (ia) in the case of Seller, its or any Articles of Association and, in the case of each of the other members of Seller Group, its subsidiaries' Certificate of Incorporation, By-laws or similar governing documentorganizational documents, (iib) any Contract, note, instrument or financing obligation Transferred Contract to which Purchaser or any member of its subsidiaries Seller Group is a party or by which any of their respective properties or assets the Transferred Assets is bound or bound, (iiic) any Judgment contract, agreement, commitment, indenture, mortgage, lease, pledge, note, bond, license, permit, or Applicable other instrument or obligation of any member of the Seller Group or any of the Transferred Assets, (d) any judgment, order or decree of a Governmental Entity (“Judgment”) or Law applicable to Purchaser any member of Seller Group or any of its subsidiaries or their respective properties or assetsthe Transferred Assets (“Applicable Law”), other than, in the case of clauses (iib), (c) and (iiid) above, any such items conflicts, breaches, defaults or Liens that would not reasonably be expected to have a Purchaser Seller Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent consent, approval or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign court or arbitral body of competent jurisdiction, governmental agency, authority, commission, instrumentality or regulatory body (each, a “Governmental Entity Entity”) is required to be obtained or made by or with respect to Purchaser or any member of its subsidiaries Seller Group in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which transactions contemplated to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectconsummated by it by this Agreement.

No Conflicts or Violations; No Consents or Approvals Required. The Subject to the receipt of the Consents and the making of the filings and submissions referenced in the next sentence, the execution and delivery by Purchaser Seller of this Agreement do not, the execution and delivery by Purchaser Seller and each of the Seller Affiliates of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, not and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Acquisition and Seller Affiliates, the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser or its Affiliates) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Transferred Assets under, any provision of (ia) in the case of Seller, its articles of incorporation or by-laws and, in the case of each of the Seller Affiliates, its comparable organizational documents, (b) any Contract to which Seller or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation to which Purchaser or any of its subsidiaries the Seller Affiliates is a party or and by which any of their respective properties or assets the Transferred Assets is bound or (iiic) any Judgment judgment, order, injunction, writ, award or decree (“Judgment”) or statute, law, ordinance, legally-binding rule or regulation (“Applicable Law Law”) applicable to Purchaser Seller or any of its subsidiaries the Seller Affiliates or their respective properties or assetsany of the Transferred Assets, other than, in the case of clauses (iib) and (iiic) above, any such items items, individually or in the aggregate, that would not reasonably be expected to have materially and adversely impact the Transferred Assets, the Assumed Liabilities, or the Business (taken as a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebywhole). No Consent of, or registration, declaration filing or filing submission with, any federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity Entity”) is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries the Seller Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (Ai) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), (Bii) the Consents, filings and submissions and expirations and terminations of waiting periods as may be required under any other applicable competition, merger control, antitrust or similar Applicable Law of any jurisdiction, (iii) the Consents, filings and submissions described in Section 5.04, (iv) compliance with and filings under the Exchange Act, (v) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and notifications under applicable Environmental Laws the other transactions contemplated hereby and by the Ancillary Agreements, and (Cvi) those the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have materially and adversely impact the Transferred Assets, the Assumed Liabilities, or the Business (taken as a Purchaser Material Adverse Effectwhole).

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser and Parent of this Agreement do not, the execution and delivery by each of Purchaser and Parent of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or Parent or any of its their subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or Parent or any of its their subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or Parent or any of its their subsidiaries or their respective properties or assets, other than, in the case of clauses (i), (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or Parent or any of its their subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition other than (A) compliance with and filings under the HSR Actthose that may be required solely by reason of Seller, (Bas opposed to any third party’s) compliance with participation in the Acquisition and filings the other transactions contemplated hereby and notifications under applicable Environmental Laws by the Ancillary Agreements and (CB) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The Except as set forth in Schedule 3.03, the execution and delivery by Purchaser Parent of this Agreement do not, the execution and delivery by Purchaser Parent of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation performance of the Acquisition its obligations under this Agreement and the other transactions contemplated hereby and thereby each Ancillary Agreement to which it is, or is specified to be, a party will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Parent under, any provision of (i) its or any of its subsidiaries' Restated Certificate of Incorporation, Incorporation or By-laws or similar governing documentlaws, as amended to the date of this Agreement, (ii) any Contract, note, instrument or financing obligation to which Purchaser or any of its subsidiaries Parent is a party or by which any of their respective its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assetsParent, other than, in the case of clauses (ii) and (iii) above, any such items that would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect material adverse effect on the ability of Parent to perform its obligations under this Agreement and the Ancillary Agreements to which it is, or otherwise materially adversely affect Purchaser's ability is specified to consummate the transactions contemplated herebybe, a party (a "PARENT MATERIAL ADVERSE EFFECT"). No Consent of, or registration, declaration or filing with, any Governmental Entity Entity, is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries Parent in connection with the execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is, or the consummation of the Acquisition is specified to be, a party other than (A) compliance with and filings under the HSR Actcompetition laws or regulations of the Federal Republic of Germany and any other applicable competition, antitrust or similar laws or regulations, (B) compliance with, and any filings, notifications and completion of any public offer requirements under, the securities laws of India and the rules and regulations of SEBI promulgated thereunder, (C) compliance with and filings and notifications under applicable Environmental Laws Laws, (D) those that may be required solely by reason of Purchaser's (as opposed to any other third party's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CE) those the failure of which to obtain or make would not not, individually or in the aggregate, reasonably be expected to have a Purchaser Parent Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. (a) The execution and delivery by Purchaser the Sellers of this Agreement do does not, and the execution and delivery by Purchaser each of each the Sellers of the Ancillary Agreement or the Warrants Agreements to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not not, conflict with, or result in any breach violation of or constitute default under, or give rise to a violationright of termination, default cancellation or event acceleration of default any obligation under, or result in the creation of any Lien upon any of the assets or properties or assets of Purchaser or any of its subsidiaries underthe Company, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) in the case of each of the Sellers, its or any certificate of its subsidiaries' Certificate of Incorporation, Byincorporation and by-laws or similar governing documentlaws, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries Seller is a party or by which any of their its respective properties or assets is are bound or (iii) any Judgment award, decision, injunction, judgment, order or ruling issued, made or rendered by any court, administrative agency or other Governmental Entity or arbitrator (“Judgment”) or, subject to Section 3.03(b), statute, law, ordinance, rule or regulation (“Applicable Law Law”) applicable to Purchaser any Seller or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Seller Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate Effect. The License Agreement is, as of the transactions contemplated herebydate hereof, and will be, as of the Closing Date, in full force and effect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, The execution and delivery and performance of this Agreement or does not, and the execution and delivery of the Ancillary Agreements will not, and the consummation of the Acquisition and the other than transactions contemplated hereby and thereby (Aincluding MPH’s ceasing to own the Interests) compliance with and filings under will not, conflict with, or result in any violation of or default under, or give rise to a right of termination, cancellation or acceleration of any obligation under, the HSR Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse EffectLicense Agreement.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby (other than the transactions contemplated in Schedule 4.18) will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person under, any provision of (i) its the organizational documents of Purchaser or any of its subsidiaries' Certificate of Incorporation, By-laws or similar governing document, (ii) any Contract, note, instrument or financing obligation Contract to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or any of its subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyEffect. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition and the other transactions contemplated by this Agreement (other than the transactions contemplated in Schedule 4.18) other than (A) compliance with and filings under the HSR ActAct and any other applicable competition, antitrust or similar laws or regulations, (B) compliance with and filings and notifications under applicable Environmental Laws Laws, (C) those that may be required solely by reason of Seller's (as opposed to any third party's) participation in the Acquisition and the other transactions contemplated hereby and by the Ancillary Agreements and (CD) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effect.

No Conflicts or Violations; No Consents or Approvals Required. The execution and delivery by Purchaser of this Agreement do not, the execution and delivery by Purchaser of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of the Acquisition and the other transactions contemplated hereby and thereby will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent Subsidiaries under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Person under, any provision of (i) its or any of its subsidiariesSubsidiaries' Certificate of Incorporation, By-laws Bylaws or similar governing organizational document, (ii) any Contract, note, instrument or financing obligation to which Purchaser or any of its subsidiaries Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) any Judgment or or, assuming compliance with the matters referred to in the immediately following sentence, any Applicable Law applicable to Purchaser or any of its subsidiaries Subsidiaries or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to not, individually or in the aggregate, have a Purchaser Material Adverse Effect on Purchaser or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyby this Agreement and the Ancillary Agreements. No Except as set forth in Schedule 3.04 or in the Purchaser SEC Documents, no Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser or any of its subsidiaries Subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance the Shareholder Approval and the filing with the U.S. Securities and filings under Exchange Commission (the HSR Act"SEC") of the Proxy Statement relating thereto, (B) compliance any other required filing with the SEC under the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or any required filing with or notification to the AMEX, (C) those required under any U.S. state securities or "blue sky" laws in connection with the issuance or resale of the Wireless Shares, (D) any foreign governmental and filings regulatory filings, notices and notifications under applicable Environmental Laws approvals required to be made or obtained, and (CE) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse EffectEffect on Purchaser or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

No Conflicts or Violations; No Consents or Approvals Required. The Except as set forth in Schedule 3.03, the execution and delivery by Purchaser Seller of this Agreement do not, the execution and delivery by Purchaser Seller and each of the Seller Affiliates of each Ancillary Agreement or the Warrants to which it is, or is specified to be, a party will not, and the consummation of, in the case of Seller, the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements, or, in the case of each of the Acquisition and Seller Affiliates, the other transactions contemplated hereby and thereby to be consummated by it by such Ancillary Agreements, will not conflict with, or result in any breach of or constitute a violation, default or event of default under, or result in the creation of any Lien (other than Permitted Liens or Liens caused by Purchaser) upon any of the properties or assets of Purchaser or any of its subsidiaries under, or require Consent under, or give rise to a right of acceleration, termination or cancellation under or increased, additional, accelerated or guaranteed rights or entitlements of any person Transferred Assets under, any provision of (i) in the case of Seller, its or any of its subsidiaries' Certificate of Incorporation, Incorporation or By-laws or similar governing documentand, in the case of each of the Seller Affiliates, its comparable organizational documents, (ii) except as set forth in Schedule 3.03, any Contract, note, instrument or financing obligation to which Purchaser or any of its subsidiaries is a party or by which any of their respective properties or assets is bound material Business Contract (as defined in Section 3.07(b)) or (iii) any Judgment material judgment, order or decree (“Judgment”) or material statute, law, ordinance, rule or regulation (“Applicable Law Law”) applicable to Purchaser Seller or any of its subsidiaries the Seller Affiliates or their respective properties or assets, other than, in any of the case of clauses (ii) and (iii) above, any such items that would not reasonably be expected to have a Purchaser Material Adverse Effect or otherwise materially adversely affect Purchaser's ability to consummate the transactions contemplated herebyTransferred Assets. No Consent consent, approval or authorization (“Consent”) of, or registration, declaration or filing with, any Federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity Entity”), is required to be obtained or made by or with respect to Purchaser Seller or any of its subsidiaries the Seller Affiliates in connection with the execution, delivery and performance of this Agreement or the consummation of the Acquisition Acquisition, other than (A) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) compliance with and filings under Section 13(a) of the Exchange Act, (C) those that may be required solely by reason of Purchaser’s (as opposed to any third party’s) participation in the Acquisition and notifications under applicable Environmental Laws the other transactions contemplated hereby and by the Ancillary Agreements, and (CD) those the failure of which to obtain or make would not reasonably be expected to have a Purchaser Material Adverse Effectbe material to the Business.