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

No Conflicts; Required Consents; No Violations. Except as described on Schedule 8.16 of the Disclosure Schedules, the execution and delivery by Atlantic and Atlantic Merger Sub of this Agreement and any Ancillary Agreements do not, and the consummation of the Contemplated Transactions will not: (i) conflict with or violate any provision of the Governing Documents of Atlantic or Atlantic Merger Sub; (ii) violate any provision of any Legal Requirements; or (iii) conflict with, violate, result in a breach of, constitute a default under (determined without regard to requirements of notice or lapse of time, or both) or accelerate or permit the acceleration of the performance required by, any material Contract to which Atlantic or Atlantic Merger Sub is a party or by which Atlantic or Atlantic Merger Sub or the assets or properties owned or leased by either of them Atlantic are bound or affected; or (iv) violate, or constitute a breach under, any Order or applicable Law to which Atlantic or Atlantic Merger Sub or any of their properties or assets are bound or (v) result in the creation of any Encumbrance upon any of the assets or properties (other than any Permitted Encumbrances) or Atlantic shares, except in the case of any of clauses (i) through (v) above, as would not have a Material Adverse Effect on Atlantic or Atlantic Merger Sub. Except as described on Schedule 8.16 of the Disclosure Schedules, the execution and delivery by Atlantic and Atlantic Merger Sub of this Agreement and any Ancillary Agreements do not, and the consummation of the Contemplated Transactions will not require any Consent of, or designation declaration or filing of any certificate, notice, application, report or other document with, any Governmental Authority or other Person, except for, (i) filing of the Certificates of Merger, (ii) the approvals and consents to be obtained by Atlantic Merger Sub to effect the Mergers, (iii) the approval of the shareholders of Atlantic Shareholders necessary to consummate the Contemplated Transactions or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have any Material Adverse Effect on Atlantic or Atlantic Merger Sub.

No Conflicts; Required Consents; No Violations. Except as described on Schedule 8.16 of the Disclosure Schedules, the The execution and delivery by Atlantic and Atlantic Merger Sub of this Agreement and any Ancillary Agreements do not, and the consummation of the Contemplated Transactions will not: (ia) conflict with or violate any provision of the Governing Documents of Atlantic or Atlantic Merger Sub; (iib) violate any provision of any Legal Requirements; or (iiic) conflict with, violate, result in a breach of, constitute a default under (determined without regard to requirements of notice or lapse of time, or both) or accelerate or permit the acceleration of the performance required by, any Atlantic material Contract or agreement to which Atlantic or Atlantic Merger Sub is a party or by which Atlantic or Atlantic Merger Sub or the assets or properties owned or leased by either of them Atlantic are bound or affected; or (ivd) violate, or constitute a breach under, any Order or applicable Law to which Atlantic or Atlantic Merger Sub or any of their properties or assets are bound or (ve) result in the creation of any Encumbrance upon any of the assets or properties (other than any Permitted Encumbrances) or Atlantic sharesCommon Stock, except in the case of any of clauses (ia) through (ve) above, as would not have a Material Adverse Effect on Atlantic or Atlantic Merger Sub. Except as described on Schedule 8.16 of the Disclosure Schedules, the The execution and delivery by Atlantic and Atlantic Merger Sub of this Agreement and any Ancillary Agreements do not, and the consummation of the Contemplated Transactions will not require any Consent of, or designation declaration or filing of any certificate, notice, application, report or other document with, any Governmental Authority or other Person, except for, (i) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) filing of the Certificates Certificate of Merger, (iiiii) the approvals and consents to be obtained by Atlantic and Merger Sub to effect the MergersMerger, (iii) the approval of the shareholders of Atlantic Shareholders necessary to consummate the Contemplated Transactions or (iv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have any Material Adverse Effect on Atlantic or Atlantic Merger Sub.

No Conflicts; Required Consents; No Violations. Except as described on Schedule 8.16 5.17 of the Disclosure Schedules, the execution and delivery by Atlantic SeqLL and Atlantic Merger Purchaser Sub of this Agreement and any Ancillary Agreements do not, and the consummation of the Contemplated Transactions will not: (ia) conflict with or violate any provision of the Governing Documents of Atlantic SeqLL or Atlantic Merger Purchaser Sub; (iib) violate any provision of any Legal Requirements; or (iiic) conflict with, violate, result in a breach of, constitute a default under (determined without regard to requirements of notice or lapse of time, or both) or accelerate or permit the acceleration of the performance required by, any SeqLL material Contract or agreement to which Atlantic SeqLL or Atlantic Merger Purchaser Sub is a party or by which Atlantic SeqLL or Atlantic Merger Purchaser Sub or the assets or properties owned or leased by either of them Atlantic are bound or affected; or (ivd) violate, or constitute a breach under, any Order or applicable Law to which Atlantic SeqLL or Atlantic Merger Purchaser Sub or any of their properties or assets are bound or (ve) result in the creation of any Encumbrance upon any of the assets or properties (other than any Permitted Encumbrances) or Atlantic sharesSeqLL Common Stock, except in the case of any of clauses (ia) through (ve) above, as would not have a Material Adverse Effect on Atlantic SeqLL or Atlantic Merger Purchaser Sub. Except as described on Schedule 8.16 5.17 of the Disclosure Schedules, the execution and delivery by Atlantic XxxXX and Atlantic Merger Purchaser Sub of this Agreement and any Ancillary Agreements do not, and the consummation of the Contemplated Transactions will not require any Consent of, or designation declaration or filing of any certificate, notice, application, report or other document with, any Governmental Authority or other Person, except for, (i) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) filing of the Certificates of Merger, (iiiii) the approvals and consents to be obtained by Atlantic Merger Purchaser Sub to effect the MergersMerger, (iiiiv) the approval of the shareholders of Atlantic Shareholders necessary SeqLL which has been obtained to consummate the Contemplated Transactions or and (ivv) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have any Material Adverse Effect on Atlantic SeqLL or Atlantic Merger Purchaser Sub.

No Conflicts; Required Consents; No Violations. Except as described on Schedule 8.16 5.17 of the Disclosure Schedules, the execution and delivery by Atlantic SeqLL and Atlantic Merger Purchaser Sub of this Agreement and any Ancillary Agreements do not, and the consummation of the Contemplated Transactions will not: (ia) conflict with or violate any provision of the Governing Documents of Atlantic SeqLL or Atlantic Merger Purchaser Sub; (iib) violate any provision of any Legal Requirements; or (iiic) conflict with, violate, result in a breach of, constitute a default under (determined without regard to requirements of notice or lapse of time, or both) or accelerate or permit the acceleration of the performance required by, any SeqLL material Contract or agreement to which Atlantic SeqLL or Atlantic Merger Purchaser Sub is a party or by which Atlantic SeqLL or Atlantic Merger Purchaser Sub or the assets or properties owned or leased by either of them Atlantic are bound or affected; or (ivd) violate, or constitute a breach under, any Order or applicable Law to which Atlantic SeqLL or Atlantic Merger Purchaser Sub or any of their properties or assets are bound or (ve) result in the creation of any Encumbrance upon any of the assets or properties (other than any Permitted Encumbrances) or Atlantic sharesSeqLL Common Stock, except in the case of any of clauses (ia) through (ve) above, as would not have a Material Adverse Effect on Atlantic SeqLL or Atlantic Merger Purchaser Sub. Except as described on Schedule 8.16 5.17 of the Disclosure Schedules, the execution and delivery by Atlantic SeqLL and Atlantic Merger Purchaser Sub of this Agreement and any Ancillary Agreements do not, and the consummation of the Contemplated Transactions will not require any Consent of, or designation declaration or filing of any certificate, notice, application, report or other document with, any Governmental Authority or other Person, except for, (i) the filing with the SEC of (A) the Proxy Statement, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, and (C) the Registration Statement and the declaration of the effectiveness thereof by the SEC, (ii) such filings with and approvals of Nasdaq to permit SeqLL Common Stock to be issued in accordance with this Agreement to continue to be listed on Nasdaq, (iii) filing of the Certificates of Merger, (iiiv) the approvals and consents to be obtained by Atlantic Merger Purchaser Sub to effect the MergersMerger, (iiiv) the approval of the shareholders of Atlantic Shareholders SeqLL necessary to consummate the Contemplated Transactions or and (ivvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have any Material Adverse Effect on Atlantic SeqLL or Atlantic Merger Purchaser Sub.