Common use of No Conflicts; Required Filings and Consents Clause in Contracts

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any of its Subsidiaries, as amended, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewith. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure ScheduleThe execution, the execution delivery and delivery performance of this Agreement by Target Genovo does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) this Agreement will not, conflict with, breach, with or result in any violation of, of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under under, (i) assuming compliance with or satisfaction of the conditions to the Merger set forth in Section 6.1(a) of this Agreement, any provision of the Certificate Genovo's certificate of Incorporation incorporation or Bylaws of Target or any of its Subsidiariesbylaws, as amended, ; (ii) assuming compliance with the matters referred to in Section 2.5(b) of this Agreement, any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule judgment or regulation Law applicable to Target or any Subsidiary Genovo or any of their its properties or assets assets; or (iii) assuming compliance with the matters referred to in Section 2.5(b) of this Agreement, any Target Employee Benefit Plan license, sublicense or agreement entered into described in Schedule 2.12 of the Genovo Disclosure Memorandum, except in the case of clause (ii) or issued pursuant thereto (iii) as would not, individually or in connection therewiththe aggregate, have a Material Adverse Effect on Genovo. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency Person or commission or other governmental authority or instrumentality ("Governmental Entity") Entity is required by or with respect to Target or any Subsidiary Genovo in connection with the execution execution, delivery and delivery performance of this Agreement or the consummation of the transactions contemplated herebyby this Agreement, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, 1.2 of this Agreement; (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act of 1933, as amended (the "Securities ------------ ---------- Act"), and applicable state securities laws and the securities laws of any foreign country, Laws; (iii) such filings filings, if any, as may --- be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSRHSR Act"); and (iv) such consents or approvals as are set forth in ------- Schedule 2.5(b) of the Genovo Disclosure Memorandum; (v) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orthat, if not obtained or made, would not have a Material Adverse Effect on Target Genovo; (vi) such consents, approvals, orders, authorizations, registrations, declarations and would not preventfilings that may be required solely by reason of Targeted's, Biogen's or materially alter or delay Merger Sub's (as opposed to any of other Person's) participation in the transactions contemplated by this Agreement; and (vii) filings and notices not required to be made or given until after the Effective Time.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target 518 does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate Articles of Incorporation or Bylaws of Target or any of its Subsidiaries518, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary 518 or any of their its properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("“Governmental Entity"”) is required by or with respect to Target or any Subsidiary 518 in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' ’ certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the Securities Act of 1933, as amended (the "“Securities Act"”), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iviii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target 518 and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(aNeither (i) of the Target Disclosure Scheduleexecution, the execution delivery and delivery performance of this Agreement and the other Transaction Documents by Target does not, and Seller nor (ii) the consummation of the transactions contemplated hereby and thereby will: (x) conflict with or result in a breach of the governing documents of any Purchased Subsidiary or any of its Subsidiaries; (y) violate any Law or decree to which any Purchased Subsidiary or any of its Subsidiaries is, or its assets or properties are, subject or that could reasonably give any party a right to rescind the transactions contemplated hereby, including the actions contemplated by Section 1.6(c; or (z) will not, conflict with, breach, or result in any violation a breach of, or constitute a default under (with or without notice or lapse of time, or both)) under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or give rise require any notice under any Contract to a right of termination, cancellation or acceleration of which any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target Purchased Subsidiary or any of its Subsidiaries, as amended, Subsidiaries is a party or by which it is bound or that could reasonably give any party a right to rescind the transactions contemplated hereby; except in the case of either clause (iiy) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan z), for such conflicts, violations, breaches, defaults, accelerations, rights or agreement entered into or issued pursuant thereto or in connection therewithfailures to give notice as would not reasonably be expected to have a Material Adverse Effect. (b) No consent, approval, order Authorization or authorization Order of, or registration, declaration or filing with, or notice to any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") Entity is required to be obtained or made by or with respect to Target the Purchased Subsidiaries or any Subsidiary their Subsidiaries in connection with the execution and delivery of this Agreement or the Transaction Documents or the consummation of the transactions contemplated herebyhereby and thereby, except for (i) the filing of the Certificate of Mergersuch Authorizations, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizationsOrders, registrations, declarations declarations, filings and filings notices as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange HSR Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery by each of the Seller Parties of this Agreement by Target does not, and the consummation other Transaction Documents and any other instrument required hereby or thereby to be executed and delivered at the Closing shall not, and the performance by any of the transactions contemplated herebySeller Parties of its obligations under this Agreement and the other Transaction Documents shall not, including require any consent, approval, Order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) such approvals, filings and notifications as may be required under applicable regulations by the actions contemplated PBOC with respect to licensing requirements and other compliance matters, (ii) such approvals, filings and notifications as may be required under applicable regulations by Section 1.6(cMIIT with respect to the foreign investment in value added telecom domestic companies, (iii) will such approvals, filings and notifications as may be required under applicable regulations of MOFCOM with respect to foreign investment in domestic companies, (iv) such filings and notifications as may be required under applicable regulations by the State Administration on Foreign Exchange (“SAFE”) with respect to foreign currency payment obligations and (v) such filings and notifications as may be required under applicable Intellectual Property-related Laws and regulations and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other Laws (collectively, to the extent required, the “Regulatory Approvals”). (b) The execution and delivery by each of the Seller Parties of this Agreement does not, and the other Transaction Documents and any other instrument required hereby or thereby to be executed and delivered by each of the Seller Parties at the Closing shall not, and the performance by each of the Seller Parties of its obligations under this Agreement and the other Transaction Documents shall not, (i) conflict with or result in any breach of any provision of its articles of incorporation or by-laws (or any similar organizational documents), (ii) violate, conflict with, breachrequire consent pursuant to, or result in any violation a breach of, or constitute a default under (with or without due notice or lapse of time, time or both)) under, or give rise to a right of of, or result in, the termination, cancellation cancellation, modification, acceleration or acceleration the loss of a benefit under, or result in the creation of any obligation or loss of Encumbrance upon any benefit under (i) any provision of the Certificate of Incorporation Transferred Equities or Bylaws of Target Transferred Assets or any of its Subsidiariesthe terms, as amendedconditions or provisions of any Contract to which any of the Parties is a party or by which any of the Parties is bound or to which any of the Transferred Equities or Transferred Assets are subject, except for the Chongqing Loan Company Minority Shareholder Consents, or (iiiii) violate any material mortgage, indenture, lease, contract Order or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to Target or any Subsidiary of the Seller Parties or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target United does not, and the performance of this Agreement and consummation of the transactions contemplated hereby, including the actions contemplated Transactions by Section 1.6(c) United will not: (i) conflict with or violate the articles of incorporation or by-laws of United, (ii) assuming the consents, approvals, authorizations and waivers specified in Section 4.4(b) have been received, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict withwith or violate any Law applicable to United or by which any property or asset of United is bound or affected, breachor (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration, or cancellation of, or result in the creation of a lien or other encumbrance on any violation ofproperty or asset of United pursuant to, any Contract to which United is a party or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target by which United or any property or asset of its SubsidiariesUnited is bound or affected, as amended, except in the case of clauses (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or and (iii) for any Target Employee Benefit Plan such conflicts, violations, breaches, defaults or agreement entered into other occurrences of the type referred to above which would not have an United Material Adverse Effect or issued pursuant thereto would not prevent or in connection therewithmaterially delay the consummation of the Merger. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the The execution and delivery of this Agreement by United does not, and the performance of this Agreement by United will not, require any consent, approval, authorization, waiver or the consummation of the transactions contemplated herebypermit of, or filing with or notification to, any governmental or regulatory authority, domestic, foreign or supranational (a "GOVERNMENTAL ENTITY"), except for (i) the filing applicable requirements of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange EXCHANGE Act"), the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), applicable state securities or "blue sky" laws ("BLUE SKY LAWS"), filing and recordation of the securities laws Certificate of any foreign countryMerger as required by Texas Law, (iii) and applications for listing and other filings required by the rules of the Nasdaq Bulletin Board or American Stock Exchange, except where failure to obtain such consents, approvals, authorizations or permits, or to make such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or madenotifications, would not have a an United Material Adverse Effect on Target and or would not prevent, prevent or materially alter or delay any the consummation of the transactions contemplated by this AgreementMerger.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of Neither the Target Disclosure Scheduleexecution, the execution and delivery or performance of this Agreement by Target does notMerger Sub or Parent, and nor the consummation of the transactions contemplated hereby, including the actions contemplated nor compliance by Section 1.6(cMerger Sub or Parent with any provision hereof will (i) will not, conflict with, breach, with or result in a breach of any violation ofprovision of the Charter Documents or Governing Documents of Merger Sub or Parent, or (ii) cause a default under (with or without notice or lapse of time, or both), or give rise to a any right of termination, cancellation or acceleration of any obligation or loss of a material benefit under, or result in the creation of any benefit under (i) lien, charge or other encumbrance upon any provision of the Certificate properties of Incorporation Merger Sub or Bylaws Parent under any of Target the terms, conditions or provisions of any note, bond, mortgage or indenture, or any of its Subsidiaries, as amended, (ii) any other material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule obligation or regulation applicable agreement to Target which Merger Sub or any Subsidiary Parent is a party or any of their by which its properties or assets may be bound or (iii) violate any Target Employee Benefit Plan law applicable to Merger Sub or agreement entered into Parent or issued pursuant thereto binding upon any of its properties, except for, in the case of clauses (ii) and (iii), such defaults or violations which would not, individually or in connection therewiththe aggregate, reasonably be expected to have a Parent Material Adverse Effect. (b) No consentfiling or registration with or notification to and no permit, approvalauthorization, order consent or authorization of, or registration, declaration or filing with, approval of any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") Entity is required to be obtained, made or given by Merger Sub or with respect to Target or any Subsidiary Parent in connection with the execution and delivery of this Agreement or the consummation by Merger Sub of the Merger or other transactions contemplated hereby, hereby except for (i) (A) in connection with the filing applicable requirements of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, HSR Act or (iiB) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign countrycountry other than the United States, or (iiiii) where the failure to obtain any such consents, approvals, authorizations or permits, or to make such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or madenotifications, would not not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this AgreementEffect.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target the Company does not, and the consummation performance of this Agreement by the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) Company will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under : (i) any provision of conflict with or violate the Company's Certificate of Incorporation or Bylaws of Target or any of its Subsidiaries, as amendedBylaws, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable subject to Target or any Subsidiary or any of their properties or assets or (iiix) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewith. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with obtaining the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrationsapprovals and permits of, declarations and making filings as may be required under with or notifications to, any governmental or regulatory authority, domestic or foreign (collectively, "GOVERNMENTAL ENTITIES"), pursuant to the applicable requirements of Laws, including but not limited to the Securities Act, the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (the "Exchange ActEXCHANGE ACT"), the Securities Act of 1933Blue Sky Laws, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSRHSR ACT") (including, without limitation, with respect to the acquisition by any Stockholder of shares of Acquiror Common Stock or Acquiror Series A Preferred Stock in the Merger), the Code, and the filing and recordation of appropriate merger documents as required by Delaware Law and (y) obtaining the consents, approvals, authorizations or permits described in Section 3.05(b) of the Company Disclosure Schedules, conflict with or violate any laws applicable to the Company or by which any of its properties is bound or affected; or (iii) except as set forth in Section 3.05(b) of the Company Disclosure Schedules, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any of its properties is bound or affected. (b) The execution and delivery of this Agreement by the Company does not require, and neither the performance nor compliance with the terms hereof by the Company requires, any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entities or other Persons, except for (i) applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, the HSR Act (including, without limitation, with respect to the acquisition by any Stockholder of shares of Acquiror Common Stock or Acquiror Series A Preferred Stock in the Merger), the NYSE and the Code, (ii) the consents, approvals, authorizations or permits described in Section 3.05(b) of the Company Disclosure Schedules, (iii) any consent or approval required for an assignment of a contract or agreement by operation of law pursuant to the Merger (and not required expressly under such contract or agreement upon a change of control or merger) and (iv) such other consents, authorizations, filings, approvals the filing and registrations which either have been obtained or made or, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any recordation of the transactions contemplated appropriate merger documents as required by this AgreementDelaware Law.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, result in the creation of a material lien on any of the properties or assets of Target or any of its subsidiaries or conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws or other organizational documents of Target or any of its Subsidiariessubsidiaries, as amended, or (ii) any Material Contract or material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or Target, any Subsidiary of its subsidiaries or any of their its properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any federal, state, local or foreign court, administrative agency or commission or other governmental authority or instrumentality instrumentality, including any stock exchange or similar self-regulatory organization ("“Governmental Entity") ”), is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together Merger and the Step Two Certificate of Merger with the required officers' certificates, as provided in Section 1.2Delaware Secretary of State, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"the “HSR Act”); , and (iviii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have constitute, individually or in the aggregate, a Material Adverse Effect on Target and or would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery by each of the JD Group Parties of this Agreement by Target does not, and the consummation of other Transaction Documents and any other instrument required hereby or thereby to be executed and delivered at the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) Closing will not, conflict with, breach, or result in and the performance by any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any JD Group Parties of its Subsidiariesobligations under this Agreement and the other Transaction Documents will not, as amended, (ii) require any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewith. (b) No consent, approval, order or authorization ofOrder, or license, authorization, registration, declaration or permit of, or filing withwith or notification to, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyAuthority, except for (i) the filing for compliance with applicable requirements of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (including the "Exchange Act"furnishing of a Form 6-K), (ii) for compliance with the Securities Act rules and regulations of 1933, as amended (the "Securities Act"), applicable state NASDAQ Global Select Market or any other relevant securities laws and the securities laws of any foreign country, exchange; (iii) such approvals, filings and notifications as may be required under applicable Law with respect to Suqian Yitong Equity Transfer, including such approvals, filings and notifications as may be required under applicable regulations of MOFCOM and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act SAIC; (iv) the Tax filings and procedures as may be required to be made with the appropriate PRC taxing Governmental Authority in connection with the Suqian Yitong Equity Transfer Tax and any transfer of 1976Equity Securities of JD Finance; (v) such approvals, filings and notifications as amended may be required under applicable regulations of the SAIC with respect to any change in shareholders, registered capital or equity pledge of PRC domestic companies; ("HSR")vi) such filings and notifications as may be required under applicable regulations by the State Administration on Foreign Exchange with respect to foreign currency payment obligations or obligations to pay Renminbi offshore; and (ivvii) such filings and notifications as may be required under applicable Intellectual Property-related Laws and regulations and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other consentsLaws (collectively, authorizationsto the extent required, filingsthe “ Regulatory Approvals ”). (b) The execution and delivery by each of the JD Group Parties of this Agreement does not, approvals and registrations which either have been obtained the other Transaction Documents and any other instrument required hereby or made orthereby to be executed and delivered by each of the JD Group Parties at the Closing will not, if not obtained and the performance by each of the JD Group Parties of its obligations under this Agreement and the other Transaction Documents will not, (i) conflict with or maderesult in any breach of any provision of its articles of incorporation or by-laws (or any similar organizational documents), would not have (ii) violate, conflict with, require consent pursuant to, result in a Material Adverse Effect on Target and would not preventbreach of, constitute a default (with or without due notice or lapse of time or both) under, or materially alter give rise to a right of, or delay result in, the termination, cancellation, modification, acceleration or the loss of a benefit under, or result in the creation of any Encumbrance upon the Closing Transferred Equity or any of the transactions contemplated terms, conditions or provisions of any Contract to which any of the Parties is a party or by this Agreementwhich any of the Parties is bound or to which the Closing Transferred Equity is subject, or (iii) violate any Order or Law applicable to any of the JD Group Parties or any of their properties or assets.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any of its Subsidiaries, as amended, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewith. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended ("HSRHXX"); and xxx (ivxx) such xxch other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target Alive does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under or result in the creation of any lien upon the assets of Alive under (i) any provision of the Certificate Articles of Incorporation or Bylaws of Target Alive or any of its Subsidiariessubsidiaries, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary Alive or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental ------------ Entity") is required by or with respect to Target or any Subsidiary Alive in connection with the ------ execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of MergerMerger Documents, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities ------------ ---------- Act"), applicable state securities laws and the securities laws of any foreign --- country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iviii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target Alive and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in on Section 2.5(a) 2.5 of the Target Disclosure Schedule, the execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any of its SubsidiariesTarget, as amended, including certificates of designation or other documents defining the rights and preferences of the Target Capital Stock, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is ------------------- required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, Merger as provided in Section 1.21.2 and by Delaware Law, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange -------- Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable --- -------------- state securities laws and the securities laws of any foreign country, ; (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, --- filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target Ironlight does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate Articles of Incorporation or Bylaws of Target Ironlight or any of its Subsidiariessubsidiaries, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decreedegree, statutestatue, law, ordinance, rule or regulation applicable to Target or any Subsidiary Ironlight or any of their its properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary Ironlight in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate Agreement of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iviii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target Ironlight and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery by each of the JD Group Parties of this Agreement by Target does not, and the consummation of other Transaction Documents and any other instrument required hereby or thereby to be executed and delivered at the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) Closing will not, conflict with, breach, or result in and the performance by any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any JD Group Parties of its Subsidiariesobligations under this Agreement and the other Transaction Documents will not, as amended, (ii) require any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewith. (b) No consent, approval, order or authorization ofOrder, or license, authorization, registration, declaration or permit of, or filing withwith or notification to, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyAuthority, except for (i) the filing for compliance with applicable requirements of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended amended, and the rules and regulations promulgated thereunder (including the "Exchange Act"furnishing of a Form 6-K), (ii) for compliance with the Securities Act rules and regulations of 1933, as amended (the "Securities Act"), applicable state NASDAQ Global Select Market or any other relevant securities laws and the securities laws of any foreign country, exchange; (iii) such approvals, filings and notifications as may be required under applicable Law with respect to Suqian Yitong Equity Transfer, including such approvals, filings and notifications as may be required under applicable regulations of MOFCOM and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act SAIC; (iv) the Tax filings and procedures as may be required to be made with the appropriate PRC taxing Governmental Authority in connection with the Suqian Yitong Equity Transfer Tax and any transfer of 1976Equity Securities of JD Finance; (v) such approvals, filings and notifications as amended may be required under applicable regulations of the SAIC with respect to any change in shareholders, registered capital or equity pledge of PRC domestic companies; ("HSR")vi) such filings and notifications as may be required under applicable regulations by the State Administration on Foreign Exchange with respect to foreign currency payment obligations or obligations to pay Renminbi offshore; and (ivvii) such filings and notifications as may be required under applicable Intellectual Property-related Laws and regulations and the requirements thereunder with respect to registration, filing and approval by the PRC State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other consentsLaws (collectively, authorizationsto the extent required, filingsthe “Regulatory Approvals”). (b) The execution and delivery by each of the JD Group Parties of this Agreement does not, approvals and registrations which either have been obtained the other Transaction Documents and any other instrument required hereby or made orthereby to be executed and delivered by each of the JD Group Parties at the Closing will not, if not obtained and the performance by each of the JD Group Parties of its obligations under this Agreement and the other Transaction Documents will not, (i) conflict with or maderesult in any breach of any provision of its articles of incorporation or by-laws (or any similar organizational documents), would not have (ii) violate, conflict with, require consent pursuant to, result in a Material Adverse Effect on Target and would not preventbreach of, constitute a default (with or without due notice or lapse of time or both) under, or materially alter give rise to a right of, or delay result in, the termination, cancellation, modification, acceleration or the loss of a benefit under, or result in the creation of any Encumbrance upon the Closing Transferred Equity or any of the transactions contemplated terms, conditions or provisions of any Contract to which any of the Parties is a party or by this Agreementwhich any of the Parties is bound or to which the Closing Transferred Equity is subject, or (iii) violate any Order or Law applicable to any of the JD Group Parties or any of their properties or assets.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any of its SubsidiariesSubsidiary, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("“Governmental Entity"”) is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' ’ certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the Securities Act of 1933, as amended (the "“Securities Act"”), applicable state securities laws and the securities laws of any foreign country, ; (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("“HSR"”); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement the Transaction Documents by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any of its Subsidiariessubsidiaries, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement the Transaction Documents or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iviii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target the U.S. Company does not, and the consummation performance of this Agreement by the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under U.S. Company shall not (i) any provision of the Certificate conflict with or violate its Articles of Incorporation or Bylaws By-Laws or equivalent organizational documents, or those of Target or any of its Subsidiaries, as amendedsubsidiaries, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable subject to Target or any Subsidiary or any of their properties or assets or (iiix) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewith. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with obtaining the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrationsapprovals and permits of, declarations and making filings as may be required under with or notifications to, any governmental or regulatory authority, domestic or foreign (collectively, "Governmental Entities"), pursuant to the applicable requirements of U.S. federal, state and local rules, Laws and regulations, including but not limited to the Securities Act and the rules and regulations thereunder, the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the "Exchange Act"), state securities or blue sky laws and the Securities Act of 1933, as amended rules and regulations thereunder (the "Securities ActBlue Sky Laws"), applicable state securities laws and the securities laws of any foreign countryCode, (iii) such filings as may be required under the Treaty, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSRHSR Act"); , and the filing and recordation of appropriate merger documents as required by Michigan Law, and (ivy) obtaining the consents, approvals, authorizations or permits described in Section 3.05(d) of the Target Company Disclosure Schedules, conflict with or violate any Laws applicable to the U.S. Company or any of its subsidiaries or by which any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the U.S. Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the U.S. Company or any of its subsidiaries is a party or by which the U.S. Company or any of its subsidiaries or any of their respective properties is bound or affected, except for any such other conflicts or violations described in clause (ii), or breaches or defaults described in clause (iii) that would not have a Target Company Adverse Effect. (b) The execution and delivery of this Agreement by the Canadian Target Companies does not, and the performance of this Agreement by the Canadian Target Companies shall not (i) conflict with or violate their respective Articles or By-Laws or equivalent organizational documents, or those of any of their subsidiaries, (ii) subject to (x) obtaining the consents, authorizations, filings, approvals and registrations permits of, and making filings with or notifications to, any Governmental Entities pursuant to the applicable requirements of U.S. and Canadian federal, state, provincial and local rules, Laws and regulations, including but not limited to the XXX Xxx, xxx Xxxxxxxxxxx Xxx (Xxxxxx), and the rules and regulations thereunder (the "Competition Act"), the Investment Canada Act, and the rules and regulations thereunder (the "Investment Act"), the Code, and the rules and regulations thereunder, and the Income Tax Act (Canada), RSC 1985 (5th Supplement) c. 1, as amended, including draft legislation introduced on April 23, 1996 and June 20, 1996, and budget proposals introduced on March 6, 1996, and the rules and regulations thereunder (the "ITA"), and (y) obtaining the consents, approvals, authorizations or permits described in Section 3.05(d) of the Target Company Disclosure Schedules, conflict with or violate any Laws applicable to the Canadian Target Companies or any of their subsidiaries or by which either have been obtained any of their respective properties is bound or made oraffected, if not obtained or made(iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Canadian Target Companies or any of their subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Canadian Target Companies, or any of their subsidiaries, is a party or by which the Canadian Target Companies or any of their subsidiaries or any of their respective properties is bound or affected, except for any such conflicts or violations described in clause (ii), or breaches or defaults described in clause (iii) that would not have a Material Target Company Adverse Effect on Target Effect. (c) Neither the execution, delivery nor performance of this Agreement, nor the observance or compliance with the terms and would not preventconditions hereof, will violate any judgment, order, writ, injunction or decree of any court or agency, any Law, statute, regulation or rule, or materially alter any material indenture, agreement or delay other instrument, to which a U.S. Shareholder is a party or by which such U.S. Shareholder or any of his assets or properties is bound, which could cause a Target Company Adverse Effect. (d) The execution and delivery of this Agreement by the transactions contemplated Target Companies and the U.S. Shareholders does not, and the performance of this Agreement by this Agreementthe Target Companies and the U.S. Shareholders shall not, individually or collectively, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entities or other persons, except for applicable requirements, if any, of the Securities Act, Exchange Act, Blue Sky Laws, the HSR Act, the Competition Act, the Investment Act, the Code, the Treaty, the ITA, the consents, approvals, authorizations or permits described in Section 3.05(d) of the Target Company Disclosure Schedules, and the filing and recordation of appropriate merger documents as required by Michigan Law, as applicable.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target Acacia does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) herein will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Target Acacia or any of its Subsidiariessubsidiaries, as amended, or (ii) any Acacia Material Contract (as defined below), or material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary Acacia or any of their its properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental EntityGOVERNMENTAL ENTITY") is required by or with respect to Target or any Subsidiary Acacia in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyherein, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), applicable state securities laws and the securities laws of any foreign country, country and (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target Acacia and would not prevent, or materially alter or delay any of the transactions contemplated by in this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target MTG does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate Articles of Incorporation or Bylaws of Target or any of its SubsidiariesMTG, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary MTG or any of their its properties or assets assets. The parties acknowledge that Xxxxxx X. Xxxxxx, Xx. (“Xxxxxx”) is a shareholder of both MTG and Innofone and has also acted in the past as corporate counsel to MTG and is currently Vice President of Business & Legal Affairs at Innofone. As such, the parties understand that a conflict of interest may exist in Xxxxxx’x equity holdings and representation as counsel to both parties and by executing below hereby waive any such conflict of interest existing in the past or (iii) present or arising in the future. Xxxxxx has abstained from any Target Employee Benefit Plan affirmative vote or agreement entered into consent or issued pursuant thereto approval of this Agreement or in connection therewiththe contemplated subject merger transaction. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("“Governmental Entity"”) is required by or with respect to Target or any Subsidiary MTG in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' ’ certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the Securities Act of 1933, as amended (the "“Securities Act"”), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iviii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target MTG and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target Target, Pilot and Platinum does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation Incorporation, Bylaws or Bylaws Operating Agreement of Target Target, Pilot, Platinum or any of its SubsidiariesSubsidiary, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target Target, Pilot, Platinum or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target Target, Pilot, Platinum or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, ; (iii) such filings as may be required under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target Target, Pilot or any Subsidiary, taken as a whole, and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate Articles of Incorporation or Bylaws of Target or any of its SubsidiariesTarget, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger and Agreement of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iviii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate Articles of Incorporation or Bylaws of Target or any of its SubsidiariesTarget, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their its properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target, or the Target or any Subsidiary Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iviii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) will hereby do not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any of its SubsidiariesTarget, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their its properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto except where such conflicts, violations and defaults would not, individually or in connection therewiththe aggregate, have a Material Adverse Effect on Target. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to the Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the appropriate merger documents as required officers' certificates, as provided in Section 1.2by Delaware Law, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under a fairness hearing held pursuant to the Securities Exchange Act authority granted by Section 25142 of 1934, as amended the California General Corporation Law (the "Exchange ActCalifornia Law"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws ) and the securities laws issuance of any foreign countrya permit pursuant to Section 25121 of California Law, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); , (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country and (ivv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the execution and delivery of this Agreement by Target each of CSI and CSINH does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation CSI's or Bylaws of Target CSINH's Charter Documents, (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to CSINH or any of its Subsidiariesproperties or assets, as amended, or (iiiii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary CSI or any of their its properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target CSI or any Subsidiary CSINH in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ; (ii) the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, ; (iii) such filings as may be required under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orapplicable to CSI and not CSINH which, if not obtained or made, would not have a Material Adverse Effect on Target CSINH and would not prevent, or materially alter or delay the consummation of any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Target or any of its SubsidiariesTarget, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("“Governmental Entity"”) is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' ’ certificates, as provided in Section 1.21.02, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the Securities Act of 1933, as amended (the "“Securities Act"”), applicable state securities laws and the securities laws of any foreign country, ; (iii) such filings as may be required under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("“HSR"”); , and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target the U.S. Company does not, and the consummation performance of this Agreement by the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under U.S. Company shall not (i) any provision of the Certificate conflict with or violate its Articles of Incorporation or Bylaws By-Laws or equivalent organizational documents, or those of Target or any of its Subsidiaries, as amendedsubsidiaries, (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable subject to Target or any Subsidiary or any of their properties or assets or (iiix) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewith. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with obtaining the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrationsapprovals and permits of, declarations and making filings as may be required under with or notifications to, any governmental or regulatory authority, domestic or foreign (collectively, "Governmental Entities"), pursuant to the applicable requirements of U.S. and Canadian federal, state, provincial and local rules, Laws and regulations, including but not limited to the Securities Act, the Securities Exchange Act of 1934, as amended amended, and the rules and regulations thereunder (the "Exchange Act"), state securities or blue sky laws and the Securities Act of 1933, as amended rules and regulations thereunder (the "Securities ActBlue Sky Laws"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended amended, and the rules and regulations thereunder (the "HSRHSR Act"); , and the filing and recordation of appropriate merger documents as required by Illinois Law, and (ivy) obtaining the consents, approvals, authorizations or permits described in Section 3.05(a) of the Target Company Disclosure Schedule, conflict with or violate any Laws applicable to the U.S. Company or any of its subsidiaries or by which any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the U.S. Company or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the U.S. Company or any of its subsidiaries is a party or by which the U.S. Company or any of its subsidiaries or any of their respective properties is bound or affected, except for any such other conflicts or violations described in clause (ii), or breaches or defaults described in clause (iii) that would not have a Target Company Adverse Effect. (b) The execution and delivery of this Agreement by the Canada Company, Xxxxxx Financial and Nerok does not, and the performance of this Agreement by the Canada Company, Xxxxxx Financial and Nerok shall not (i) conflict with or violate their respective Articles or By-Laws or equivalent organizational documents, or those of any of their subsidiaries, (ii) subject to (x) obtaining the consents, authorizations, filings, approvals and registrations permits of, and making filings with or notifications to, any Governmental Entities pursuant to the applicable requirements of U.S. and Canadian federal, state, provincial and local rules, Laws and regulations, including but not limited to the XXX Xxx, xxx Xxxxxxxxxxx Xxx (Xxxxxx), and the rules and regulations thereunder (the "Competition Act"), the Investment Canada Act, and the rules and regulations thereunder (the "Investment Act"), the Income Tax Act (Canada), as amended, and the rules and regulations thereunder (the "ITA"), and the filing and recordation of appropriate amalgamation documents (with respect to the Canada Company) as required by applicable Law, and (y) obtaining the consents, approvals, authorizations or permits described in Section 3.05(a) of the Target Company Disclosure Schedule, conflict with or violate any Laws applicable to the Canada Company, Xxxxxx Financial, Nerok or any of their subsidiaries or by which either have been obtained any of their respective properties is bound or made oraffected, if not obtained or made(iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Canada Company, Xxxxxx Financial, Nerok or any of their subsidiaries pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Canada Company, Xxxxxx Financial, Nerok or any of their subsidiaries is a party or by which the Canada Company, Xxxxxx Financial, Nerok or any of their subsidiaries or any of their respective properties is bound or affected, except for any such conflicts or violations described in clause (ii), or breaches or defaults described in clause (iii) that would not have a Material Target Company Adverse Effect on Effect. (c) The execution and delivery of this Agreement by the Target Companies and would not preventthe Canadian Ancillary Service Entities does not, and the performance of this Agreement by the Target Companies and the Canadian Ancillary Service Entities shall not, individually or collectively, require any consent, approval, authorization or permit of, or materially alter filing with or delay notification to, any Governmental Entities or other persons, except for applicable requirements, if any, of the transactions contemplated Securities Act, Exchange Act, Blue Sky Laws, the HSR Act, the Competition Act, the Investment Act, the ITA, the consents, approvals, authorizations or permits described in Section 3.05(a) of the Target Company Disclosure Schedule, and the filing and recordation of appropriate merger or amalgamation documents as required by this AgreementIllinois Law and Canada Law, as applicable.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery by each of the Seller Parties of this Agreement by Target does not, and the consummation other Transaction Documents and any other instrument required hereby or thereby to be executed and delivered at the Closing shall not, and the performance by any of the transactions contemplated herebySeller Parties of its obligations under this Agreement and the other Transaction Documents shall not, including require any consent, approval, Order, license, authorization, registration, declaration or permit of, or filing with or notification to, any Governmental Authority, except (i) such approvals, filings and notifications as may be required under applicable regulations by the actions contemplated PBOC with respect to licensing requirements and other compliance matters, (ii) such approvals, filings and notifications as may be required under applicable regulations by Section 1.6(cMIIT with respect to the foreign investment in value added telecom domestic companies, (iii) will such approvals, filings and notifications as may be required under applicable regulations of MOFCOM with respect to foreign investment in domestic companies, (iv) such filings and notifications as may be required under applicable regulations by the State Administration on Foreign Exchange (“SAFE”) with respect to foreign currency payment obligations and (v) such filings and notifications as may be required under applicable Intellectual Property-related Laws and regulations and the requirements thereunder with respect to registration, filing and approval by Mainland China State Intellectual Property Office, the China Trademark Office and the National Copyright Administration and any other Laws (collectively, to the extent required, the “Regulatory Approvals”). (b) The execution and delivery by each of the Seller Parties of this Agreement does not, and the other Transaction Documents and any other instrument required hereby or thereby to be executed and delivered by each of the Seller Parties at the Closing shall not, and the performance by each of the Seller Parties of its obligations under this Agreement and the other Transaction Documents shall not, (i) conflict with or result in any breach of any provision of its articles of incorporation or by-laws (or any similar organizational documents), (ii) violate, conflict with, breachrequire consent pursuant to, or result in any violation a breach of, or constitute a default under (with or without due notice or lapse of time, time or both)) under, or give rise to a right of of, or result in, the termination, cancellation cancellation, modification, acceleration or acceleration the loss of a benefit under, or result in the creation of any obligation or loss of Encumbrance upon any benefit under (i) any provision of the Certificate of Incorporation Transferred Equities or Bylaws of Target Transferred Assets or any of its Subsidiariesthe terms, as amendedconditions or provisions of any Contract to which any of the Parties is a party or by which any of the Parties is bound or to which any of the Transferred Equities or Transferred Assets are subject, except for the Chongqing Loan Company Minority Shareholder Consents, or (iiiii) violate any material mortgage, indenture, lease, contract Order or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation Law applicable to Target or any Subsidiary of the Seller Parties or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity") is required by or with respect to Target or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate Articles of Incorporation or Bylaws of Target or any of its the organizational documents of the Subsidiaries, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental ------------ Entity") is required by or with respect to Target or any Subsidiary in ------ connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.21.2 required by Delaware Law, (ii) the filing of the Plan of Merger and Articles of Merger, as provided in Section 1.2, required by Arizona Law and (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (iv) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made or, if not obtained or made, would not have a Material Adverse Effect on Target and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement.laws. --------------

No Conflicts; Required Filings and Consents. (a) Except as set forth in Section 2.5(a) of the Target Disclosure Schedule, the The execution and delivery of this Agreement by Target the Selling Stockholders does not, and the consummation of the transactions contemplated hereby, including the actions contemplated by Section 1.6(c) hereby will not, conflict with, breach, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or loss of any benefit under (i) any provision of the Certificate Applicable Organizational Documents of Incorporation or Bylaws of Target the Company or any of its Subsidiaries, as amended, or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target the Company or any Subsidiary or any of their properties or assets or (iii) any Target Employee Benefit Plan or agreement entered into or issued pursuant thereto or in connection therewithassets. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any national or federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, or any court, administrative agency or commission commission, regulatory body or other governmental authority or instrumentality ("“Governmental Entity"”) is required by or with respect to Target the Company or any Subsidiary in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, together with the required officers' certificates, as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities laws and the securities laws of any foreign country, (iii) such filings as may be required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended ("HSR"); and (ivii) such other consents, authorizations, filings, approvals and registrations which either have been obtained or made orwhich, if not obtained or made, would not have a Material Adverse Effect on Target the Company and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement; and (iii) those consents, authorizations, filings, approvals and registrations listed in subsections (i) through (vi) of Section 4.4(b) with respect to the Acquiror.