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

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by Acquiror and MergerSub does not, and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will not, conflict with, or result in a violation of, any provision of the Certificate of Incorporation or Bylaws of Acquiror or MergerSub, as amended to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does not, and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will not, conflict with, or result in a material violation of, or material 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 material benefit under, any material mortgage, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or any Subsidiary of Acquiror or any of their properties or assets, except as such termination, cancellation or acceleration could reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) such filings as may be required under the rules and regulations of Nasdaq, and (iv) such other consents, authorizations, approvals and registrations that, if not obtained or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws of any foreign country.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement Agreement, the execution, delivery and performance by Acquiror and MergerSub does not, Guarantor of the Guarantee and the consummation by Acquiror Parent, Merger Sub and MergerSub Guarantor of the transactions contemplated hereby will not, conflict with, Contemplated Transactions require no action by or result in a violation respect of, any provision of the Certificate of Incorporation or Bylaws of Acquiror or MergerSub, as amended to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does not, and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will not, conflict with, or result in a material violation of, or material 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 material benefit under, any material mortgage, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or any Subsidiary of Acquiror or any of their properties or assets, except as such termination, cancellation or acceleration could reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for other than (i) the filing of the a Certificate of Merger as provided in Section 1.2with respect to the Merger with the Secretary of State of the State of Delaware, (ii) such consentscompliance with any applicable requirements of the HSR Act and applicable Non-U.S. Monopoly Laws, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) such filings as may be required under the rules and regulations of Nasdaqlaws, and (iv) such other consentsany actions or filings the absence of which would not be reasonably expected, authorizationsindividually or in the aggregate, approvals and registrations that, if not obtained or made, could reasonably be expected not to have a Guarantor Material Adverse Effect on Acquiror. Acquiror acknowledges or materially impair the ability of Parent and agrees that no filings are required Merger Sub to consummate the Contemplated Transactions or the ability of Guarantor to fulfill its obligations under the HSR Act Guarantee. (a) The execution, delivery and performance by Parent and Merger Sub of this Agreement, the execution, delivery and performance by Guarantor of the Guarantee and the antitrust consummation by Parent, Merger Sub and Guarantor of the Contemplated Transactions, as applicable, do not and will not (i) contravene, conflict with, or result in any violation or breach of any provision of memorandum of association or bye-laws of Guarantor or the certificate of incorporation or by-laws of Parent or Merger Sub, (ii) assuming compliance with the matters referred to in SECTION 6.3(A), contravene, conflict with or result in a violation or breach of any foreign countryprovision of any law, rule, regulation, judgment, injunction, order or decree applicable to Guarantor or any of its subsidiaries, (iii) require any consent or other action by any person under, constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Guarantor or any of its subsidiaries is entitled under any provision of any Material Agreement or instrument binding upon Guarantor or any of its subsidiaries or any material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Parent or Merger Sub or their respective subsidiaries; or (iv) result in the creation or imposition of any encumbrance on any material asset of Guarantor or any of its subsidiaries.

No Conflicts; Required Filings and Consents. (a) The execution and Neither the execution, delivery or performance of this Agreement by Acquiror and MergerSub does notMerger Sub or Parent, and nor the consummation by Acquiror and MergerSub of the transactions contemplated hereby hereby, nor compliance by Merger Sub or Parent with any provision hereof will not(i) violate, conflict with, with or result in a violation of, breach of any provision of the Certificate Charter Documents or Governing Documents of Incorporation Merger Sub or Bylaws of Acquiror or MergerSubParent, as amended to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does not, and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will not, conflict with, or result in (ii) cause a material violation of, or material 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 any a material benefit under, or result in the creation of any material mortgagelien, indenture, lease, contract charge or other material agreement encumbrance upon any of the properties or instrumentassets of Merger Sub or Parent under any of the terms, permit, concession, franchiseconditions or provisions of any note, license, bond, deed of trust, mortgage or indenture, or any other material instrument, obligation or agreement to which Merger Sub or Parent is a party or by which its properties or assets may be bound or (iii) violate any law, judgment, ruling, order, writ, injunction, decree, statute, law, ordinance, rule or regulation applicable to Acquiror Merger Sub or any Subsidiary of Acquiror Parent or binding upon any of their properties or assetsits properties, except as for, in the case of clauses (ii) and (iii), such terminationdefaults or violations which would not, cancellation individually or acceleration could in the aggregate, reasonably be expected not to have a Parent Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated herebyEffect. (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 Governmental Entity, Entity is required to be obtained obtained, made or made, at given by Merger Sub or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror Parent in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub Merger Sub of the Merger or other transactions contemplated hereby, hereby except for (i) (A) in connection with the applicable requirements of the NYBCL, (B) the filing of a 14(c) Notification Statement with the Certificate of Merger as provided SEC, if applicable, in Section 1.2accordance with the Securities Act, or (iiC) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign countrycountry other than the United States, including or (ii) where the filing of the Registration Statement with the SEC in accordance with the Securities Actfailure to obtain any such consents, (iii) approvals, authorizations or permits, or to make such filings as may be required under or notifications, would not, individually or in the rules and regulations of Nasdaqaggregate, and (iv) such other consents, authorizations, approvals and registrations that, if not obtained or made, could reasonably be expected not to have a Parent Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws of any foreign countryEffect.

No Conflicts; Required Filings and Consents. (a) The execution and Neither the execution, delivery or performance of this Agreement by Acquiror and MergerSub does notMerger Sub or Parent, and nor the consummation by Acquiror and MergerSub of the transactions contemplated hereby hereby, nor compliance by Merger Sub or Parent with any provision hereof will not, (i) conflict with, with or result in a violation of, breach of any provision of the Certificate Charter Documents or Governing Documents of Incorporation Merger Sub or Bylaws of Acquiror or MergerSubParent, as amended to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does not, and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will not, conflict with, or result in (ii) cause a material violation of, or material 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 any a material benefit under, or result in the creation of any material mortgagelien, charge or other encumbrance upon any of the properties of Merger Sub or Parent under any of the terms, conditions or provisions of any note, bond, mortgage or indenture, lease, contract or any other material agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule obligation or regulation agreement to which Merger Sub or Parent is a party or by which its properties or assets may be bound or (iii) violate any law applicable to Acquiror Merger Sub or any Subsidiary of Acquiror Parent or binding upon any of their properties or assetsits properties, except as for, in the case of clauses (ii) and (iii), such terminationdefaults or violations which would not, cancellation individually or acceleration could in the aggregate, reasonably be expected not to have a Parent Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated herebyEffect. (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 Governmental Entity, Entity is required to be obtained obtained, made or made, at given by Merger Sub or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror Parent in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub Merger Sub of the Merger or other transactions contemplated hereby, hereby except for (i) (A) in connection with the applicable requirements of the HSR Act, (B) the filing of the Certificate of Merger as provided a Registration Statement (defined in Section 1.25.3 hereof) with the SEC, in accordance with the Securities Act, as further described in Section 5.3 hereof, (iiC) in connection with the applicable requirements of the Fair Trading Act, (D) in connection with the applicable requirements of the Investment Canada Act, (E) in connection with the applicable requirements of the Competition Act, (Canada), (F) in connection with the applicable requirements of the Brazilian Federal Law No. 8884 of June 11, 1994 or (G) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign countrycountry other than the United States, including or (ii) where the filing of the Registration Statement with the SEC in accordance with the Securities Actfailure to obtain any such consents, (iii) approvals, authorizations or permits, or to make such filings as may be required under or notifications, would not, individually or in the rules and regulations of Nasdaqaggregate, and (iv) such other consents, authorizations, approvals and registrations that, if not obtained or made, could reasonably be expected not to have a Parent Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws of any foreign countryEffect.

No Conflicts; Required Filings and Consents. (a) The execution and delivery of this Agreement by Acquiror BioTime and MergerSub does Merger Sub do not, and the consummation performance of this Agreement by Acquiror BioTime and MergerSub of the transactions contemplated hereby Merger Sub will not, (1) conflict withwith or violate the BioTime Charter Documents or (2) assuming that all consents, approvals, authorizations and other actions described in Section 4.5(b) have been obtained and all filings and obligations described in Section 4.5(b) have been made and the BioTime Shareholder Approval, conflict with or violate any Law or Order applicable to BioTime or Merger Sub or by which any property or asset of either of them is bound or (3) subject to obtaining the consents listed in Section 4.5(a) of the BioTime Disclosure Letter, result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default or breach) under, constitute or be deemed an impermissible or void assignment (by operation of Law or otherwise) by BioTime or a BioTime Subsidiary of, result in the acceleration of any obligation of BioTime or a BioTime Subsidiary or right of a Third Party, or result in a violation ofthe creation of an Encumbrance on any property or asset of BioTime or any BioTime Subsidiary pursuant to, any provision BioTime material contract (as defined in Item 601(b)(10) of the Certificate of Incorporation or Bylaws of Acquiror or MergerSub, as amended to date and as currently in full force and effect. Regulation S-K). (b) The execution and delivery of this Agreement by Acquiror BioTime and MergerSub does Merger Sub do not, and the consummation performance of this Agreement by Acquiror BioTime and MergerSub of the transactions contemplated hereby Merger Sub will not, conflict with, or result in a material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of require any obligation or loss of any material benefit under, any material mortgage, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or any Subsidiary of Acquiror or any of their properties or assets, except as such termination, cancellation or acceleration could reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order authorization or authorization permit of, or registration, declaration or filing with, or notification to, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated herebyAuthority, except for (i1) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) such filings as may be required under the rules and regulations of NasdaqNYSE American, (2) the filing of the Joint Proxy Statement and the Registration Statement with the SEC and the declaration of effectiveness of the Registration Statement, (3) applicable requirements of the Exchange Act and Blue Sky Laws, and (iv4) such other consents, authorizations, approvals and registrations that, if not obtained or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and filing of the antitrust laws Certificate of any foreign countryMerger with the DSOS.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Purchaser of this Agreement and the consummation by Acquiror each of Parent and MergerSub does notPurchaser of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of appropriate merger and other documents as required by the DGCL, (ii) compliance with any applicable requirements of the HSR Act and applicable Non-U.S. Monopoly Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, any applicable state securities laws and the New York Stock Exchange (the "NYSE"), (iv) compliance with Environmental Health and Safety Laws, (v) the Regulatory Approvals and (vi) any actions or filings the absence of which would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially impair the ability of Parent or Purchaser to consummate the Transactions. (b) The execution, delivery and performance by each of Parent and Purchaser of this Agreement, and the consummation by Acquiror each of Parent and MergerSub Purchaser of the transactions contemplated hereby do not and will notnot (i) contravene, conflict with, or result in a any violation of, or breach of any provision of the Certificate of Incorporation or Bylaws By-laws of Acquiror Parent or MergerSubPurchaser (or equivalent organizational documents), as amended (ii) assuming compliance with the matters referred to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does notSection 4.03(a), and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will notcontravene, conflict with, with or result in a material violation ofor breach of any provision of any law, rule, regulation, judgment, injunction, order or decree applicable to Parent or any of its subsidiaries, (iii) require any consent or other action by any person under, constitute a default under, or material default under (with cause or without notice or lapse of time, or both), or give rise to a right of permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation or the loss of any material benefit under, to which Parent or any of its subsidiaries is entitled under any provision of any Material Agreement or instrument binding upon Parent or any of its subsidiaries or any material mortgagelicense, indenture, lease, contract or other material agreement or instrumentfranchise, permit, concessioncertificate, franchiseapproval or other similar authorization affecting, licenseor relating in any way to, judgmentthe assets or business of the Parent and its subsidiaries; PROVIDED that, orderfor purposes of this Subsection 4.03(b)(iii), decree"MATERIAL AGREEMENT" shall mean any agreement identified in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, statute, law, ordinance, rule or regulation applicable to Acquiror 2000 or any Subsidiary agreement entered into since December 31, 2000 that would be required to be so identified in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 or with respect to which the failure to obtain such consent or take such action, or the occurrence of Acquiror or any of their properties or assetssuch default, except as such termination, cancellation cancellation, acceleration, change or acceleration could loss, would reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization ofEffect, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) such filings as may be required under the rules and regulations of Nasdaq, and (iv) such other consentsresult in the creation or imposition of any encumbrance on any material asset of Parent or any of its subsidiaries, authorizationsexcept in each case as would not, approvals and registrations thatindividually or in the aggregate, if not obtained or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws of any foreign countryEffect.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement Agreement, the execution, delivery and performance by Acquiror and MergerSub does not, Guarantor of the Guarantee and the consummation by Acquiror Guarantor, Parent and MergerSub Merger Sub of the transactions contemplated hereby and thereby, as applicable, require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of a Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (ii) compliance with any applicable requirements of the HSR Act and Non-U.S. Monopoly Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act and any applicable state securities laws, (iv) compliance with the Environmental Law of any state relating to the transfer of ownership or control of property located in that state and (v) any actions or filings the absence of which would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Guarantor or Parent or materially impair the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the ability of Guarantor to fulfill its obligations under the Guarantee. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement, the execution, delivery and performance by Guarantor of the Guarantee and the consummation by Guarantor, Parent and Merger Sub of the transactions contemplated hereby and thereby, as applicable, do not and will notnot (i) contravene, conflict with, or result in a any violation of, or breach of any provision of the Certificate Guarantor Charter Documents or the certificate of Incorporation incorporation or Bylaws by-laws of Acquiror Parent or MergerSubMerger Sub (or equivalent organizational documents), as amended (ii) assuming compliance with the matters referred to date and as currently in full force and effect. The execution and delivery Section 3.04(a), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to the Guarantor, Parent or Merger Sub or by which they or any of this Agreement by Acquiror and MergerSub does nottheir respective properties are bound or affected, and 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), or impair the consummation by Acquiror and MergerSub rights of the transactions contemplated hereby will notGuarantor, conflict withParent or Merger Sub or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a material violation of, lien or material default under encumbrance on (with or without notice or lapse of time, or both), or give rise to including a right to purchase) any of terminationthe properties or assets of the Guarantor, cancellation Parent or acceleration of any obligation or loss of any material benefit underMerger Sub pursuant to, any material note, bond, mortgage, indenture, contract, agreement, lease, contract or other material agreement or instrumentlicense, permit, concessionfranchise or other instrument or obligation to which the Guarantor, franchiseParent or Merger Sub are a party or by which the Guarantor, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Acquiror or any Subsidiary of Acquiror Parent and Merger Sub or any of their respective properties are bound or assetsaffected, except as except, in the case of clauses (ii) or (iii), for any such terminationconflicts, cancellation violations, breaches, defaults or acceleration could other occurrences that would not reasonably be expected not expected, individually or in the aggregate, to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated herebyGuarantor. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) such filings as may be required under the rules and regulations of Nasdaq, and (iv) such other consents, authorizations, approvals and registrations that, if not obtained or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws of any foreign country.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement Agreement, the execution, delivery and performance by Acquiror and MergerSub does not, Guarantor of the Guarantee and the consummation by Acquiror Guarantor, Parent and MergerSub Merger Sub of the Merger and the other transactions contemplated hereby and thereby, as applicable, require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of a Certificate of Merger with respect to the Merger with the Secretary of State of the State of New York, (ii) compliance with any applicable requirements of the HSR Act and applicable Non-U.S. Monopoly Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, any applicable state securities laws, the NYSE, the Bermuda Stock Exchange and the London Stock Exchange, (iv) compliance with Environmental, Health and Safety Laws and (v) any actions or filings the absence of which would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement or the ability of Guarantor to fulfill its obligations under the Guarantee. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement, the execution, delivery and performance by Guarantor of the Guarantee and the consummation by Guarantor, Parent and Merger Sub of the transactions contemplated hereby and thereby, as applicable, do not and will notnot (i) contravene, conflict with, or result in a any violation of, or breach of any provision of the Certificate Guarantor Charter Documents or the certificate of Incorporation incorporation or Bylaws by-laws of Acquiror Parent or MergerSubMerger Sub (or equivalent organizational documents), as amended (ii) assuming compliance with the matters referred to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does notSection 3.04(a), and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will notcontravene, conflict with, with or result in a material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration breach of any obligation or loss provision of any material benefit underlaw, any material mortgagerule, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, licenseregulation, judgment, orderinjunction, decree, statute, law, ordinance, rule order or regulation decree applicable to Acquiror or any Subsidiary of Acquiror Guarantor or any of their properties or assets, except as such termination, cancellation or acceleration could reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Actits subsidiaries, (iii) such filings as may require any consent or other action by any Person under, constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Guarantor or any of its subsidiaries is entitled under any provision of any Material Agreement or instrument binding upon Guarantor or any of its subsidiaries or any material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its subsidiaries; provided that, for purposes of this subsection 3.04(b)(iii), "Material Agreement" shall mean any agreement identified in Guarantor's 1999 Form 10-K or in any of Guarantor's quarterly reports on Form 10-Q filed with respect to any quarter of its 2000 fiscal year or any agreement entered into since the date of Guarantor's latest quarterly report on Form 10-Q that would be required under to be so identified in Guarantor's Annual Report on Form 10-K for the rules and regulations of Nasdaqyear ended September 30, and 2000 or (iv) such other consents, authorizations, approvals and registrations that, if not obtained result in the creation or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws imposition of any foreign countryencumbrance on any material asset of Guarantor or any of its subsidiaries.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement Agreement, the execution, delivery and performance by Acquiror and MergerSub does not, Guarantor of the Guarantee and the consummation by Acquiror Guarantor, Parent and MergerSub Merger Sub of the Merger and the other transactions contemplated hereby and thereby, as applicable, require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of a Certificate of Merger with respect to the Merger with the Treasurer of the State of New Jersey, (ii) compliance with any applicable requirements of the HSR Act and applicable Non-U.S. Monopoly Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, any applicable state securities laws, the NYSE, the London Stock Exchange and the Bermuda Stock Exchange, (iv) compliance with Environmental, Health and Safety Laws and (v) any actions or filings the absence of which would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially impair the ability of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement or the ability of Guarantor to fulfill its obligations under the Guarantee. (b) The execution, delivery and performance by Parent and Merger Sub of this Agreement, the execution, delivery and performance by Guarantor of the Guarantee and the consummation by Guarantor, Parent and Merger Sub of the Merger and other transactions contemplated hereby and thereby, as applicable, do not and will notnot (i) contravene, conflict with, or result in a any violation of, or breach of any provision of the Certificate Guarantor Charter Documents or the certificate of Incorporation incorporation or Bylaws by-laws of Acquiror Parent or MergerSubMerger Sub (or equivalent organizational documents), as amended (ii) assuming compliance with the matters referred to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does notSection 3.04(a), and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will notcontravene, conflict with, with or result in a material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration breach of any obligation or loss provision of any material benefit underlaw, any material mortgagerule, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, licenseregulation, judgment, orderinjunction, decree, statute, law, ordinance, rule order or regulation decree applicable to Acquiror or any Subsidiary of Acquiror Guarantor or any of their properties or assets, except as such termination, cancellation or acceleration could reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Actits subsidiaries, (iii) such filings as may require any consent or other action by any Person under, constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Guarantor or any of its subsidiaries is entitled under any provision of any Material Agreement or instrument binding upon Guarantor or any of its subsidiaries or any material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of the Parent and its subsidiaries; provided that, for purposes of this subsection 3.04(b)(iii), "Material Agreement" shall mean any agreement identified in the Guarantor 2000 Form 10-K or in any of Guarantor's quarterly reports on Form 10-Q filed with respect to any quarter of its 2001 fiscal year or any agreement entered into since the date of Guarantor's latest quarterly report on Form 10-Q that would be required under to be so identified in Guarantor's Annual Report on Form 10-K for the rules and regulations of Nasdaqyear ended September 30, and 2001 or (iv) such other consents, authorizations, approvals and registrations that, if not obtained result in the creation or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws imposition of any foreign countryencumbrance on any material asset of Guarantor or any of its subsidiaries.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Acquiror of this Agreement Agreement, the execution, delivery and performance by Acquiror and MergerSub does not, Guarantor of the Guarantee and the consummation by Guarantor and Acquiror of the Merger and MergerSub the other transactions contemplated hereby and thereby, as applicable, require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing and recordation of appropriate merger and other documents as required by the NGCL and the DGCL, (ii) compliance with any applicable requirements of the HSR Act and applicable Non-U.S. Monopoly Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, any applicable state securities laws, the Toronto Stock Exchange, the NYSE, the Bermuda Stock Exchange and the London Stock Exchange, (iv) compliance with Environmental Health and Safety Laws (v) the Regulatory Approvals and (vi) any actions or filings the absence of which would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially impair the ability of Acquiror to consummate the Merger and the other transactions contemplated by this Agreement or the ability of Guarantor to fulfill its obligations under the Guarantee. As of the date hereof, Acquiror does not know of any reason why all Regulatory Approvals should not be timely obtained. (b) The execution, delivery and performance by Acquiror of this Agreement, the execution, delivery and performance by Guarantor of the Guarantee and the consummation by Guarantor and Acquiror of the transactions contemplated hereby and thereby, as applicable, do not and will notnot (i) contravene, conflict with, or result in a any violation of, or breach of any provision of the Certificate Guarantor Charter Documents or the Articles of Incorporation or Bylaws By-laws of Acquiror (or MergerSubequivalent organizational documents), as amended (ii) assuming compliance with the matters referred to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does notSection 3.04(a), and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will notcontravene, conflict with, with or result in a material violation ofor breach of any provision of any law, rule, regulation, judgment, injunction, order or decree applicable to Guarantor or any of its subsidiaries, (iii) require any consent or other action by any person under, constitute a default under, or material default under (with cause or without notice or lapse of time, or both), or give rise to a right of permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation or the loss of any material benefit under, to which Guarantor or any of its subsidiaries is entitled under any provision of any Material Agreement or instrument binding upon Guarantor or any of its subsidiaries or any material mortgagelicense, indenture, lease, contract or other material agreement or instrumentfranchise, permit, concessioncertificate, franchiseapproval or other similar authorization affecting, licenseor relating in any way to, judgmentthe assets or business of the Acquiror and its subsidiaries; provided that, orderfor purposes of this Subsection 3.04(b)(iii), decree"Material Agreement" shall mean any agreement identified in Guarantor's Annual Report on Form 10-K for the fiscal year ended September 30, statute, law, ordinance, rule or regulation applicable to Acquiror 2000 or any Subsidiary agreement entered into since September 30, 2000 that would be required to be so identified in Guarantor's Annual Report on Form 10-K for the fiscal year ended September 30, 2001 or with respect to which the failure to obtain such consent or take such action, or the occurrence of Acquiror or any of their properties or assetssuch default, except as such termination, cancellation cancellation, acceleration, change or acceleration could loss, would reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization ofEffect, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) such filings as may be required under the rules and regulations of Nasdaq, and (iv) such other consents, authorizations, approvals and registrations that, if not obtained result in the creation or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws imposition of any foreign countryencumbrance on any material asset of Guarantor or any of its subsidiaries.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by each of Parent and Purchaser of this Agreement and the consummation by Acquiror each of Parent and MergerSub does notPurchaser of the Transactions require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of appropriate merger and other documents as required by the DGCL, (ii) compliance with any applicable requirements of the HSR Act and applicable Non-U.S. Monopoly Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, any applicable state securities laws and the New York Stock Exchange (the "NYSE"), (iv) compliance with Environmental Health and Safety Laws, (v) the Regulatory Approvals and (vi) any actions or filings the absence of which would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially impair the ability of Parent or Purchaser to consummate the Transactions. (b) The execution, delivery and performance by each of Parent and Purchaser of this Agreement, and the consummation by Acquiror each of Parent and MergerSub Purchaser of the transactions contemplated hereby do not and will notnot (i) contravene, conflict with, or result in a any violation of, or breach of any provision of the Certificate of Incorporation or Bylaws By-laws of Acquiror Parent or MergerSubPurchaser (or equivalent organizational documents), as amended (ii) assuming compliance with the matters referred to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does notSection 4.03(a), and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will notcontravene, conflict with, with or result in a material violation ofor breach of any provision of any law, rule, regulation, judgment, injunction, order or decree applicable to Parent or any of its subsidiaries, (iii) require any consent or other action by any person under, constitute a default under, or material default under (with cause or without notice or lapse of time, or both), or give rise to a right of permit the termination, cancellation cancellation, acceleration or acceleration other change of any right or obligation or the loss of any material benefit under, to which Parent or any of its subsidiaries is entitled under any provision of any Material Agreement or instrument binding upon Parent or any of its subsidiaries or any material mortgagelicense, indenture, lease, contract or other material agreement or instrumentfranchise, permit, concessioncertificate, franchiseapproval or other similar authorization affecting, licenseor relating in any way to, judgmentthe assets or business of the Parent and its subsidiaries; provided that, orderfor purposes of this Subsection 4.03(b)(iii), decree"MATERIAL AGREEMENT" shall mean any agreement identified in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, statute, law, ordinance, rule or regulation applicable to Acquiror 2000 or any Subsidiary agreement entered into since December 31, 2000 that would be required to be so identified in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 or with respect to which the failure to obtain such consent or take such action, or the occurrence of Acquiror or any of their properties or assetssuch default, except as such termination, cancellation cancellation, acceleration, change or acceleration could loss, would reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization ofEffect, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Act, (iii) such filings as may be required under the rules and regulations of Nasdaq, and (iv) such other consentsresult in the creation or imposition of any encumbrance on any material asset of Parent or any of its subsidiaries, authorizationsexcept in each case as would not, approvals and registrations thatindividually or in the aggregate, if not obtained or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws of any foreign countryEffect.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Acquiror of this Agreement Agreement, the execution, delivery and performance by Acquiror and MergerSub does not, Guarantor of the Guarantee and the consummation by Acquiror and MergerSub Guarantor of the Offer and the Merger and the other transactions contemplated hereby and thereby, as applicable, require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of Articles of Merger with the Secretary of State of the State of Nevada and a Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (ii) compliance with any applicable requirements of the HSR Act and applicable Non-U.S. Monopoly Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, any applicable state securities laws, the NYSE, the London Stock Exchange and the Bermuda Stock Exchange, (iv) compliance with Environmental, Health and Safety Laws and (v) any actions or filings the absence of which would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially impair the ability of Acquiror to consummate the Offer and the Merger and the other transactions contemplated by this Agreement or the ability of Guarantor to fulfill its obligations under the Guarantee. (b) The execution, delivery and performance by Acquiror of this Agreement, the execution, delivery and performance by Guarantor of the Guarantee and the consummation by Acquiror and Guarantor of the Offer and the Merger and other transactions contemplated hereby and thereby, as applicable, do not and will notnot (i) contravene, conflict with, or result in a any violation of, or breach of any provision of the Certificate Guarantor Charter Documents or the articles of Incorporation incorporation or Bylaws bylaws of Acquiror (or MergerSubequivalent organizational documents), as amended (ii) assuming compliance with the matters referred to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does notSection 3.04(a), and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will notcontravene, conflict with, with or result in a material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration breach of any obligation or loss provision of any material benefit underlaw, any material mortgagerule, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, licenseregulation, judgment, orderinjunction, decree, statute, law, ordinance, rule order or regulation decree applicable to Acquiror or any Subsidiary of Acquiror Guarantor or any of their properties or assets, except as such termination, cancellation or acceleration could reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Actits subsidiaries, (iii) such filings as may require any consent or other action by any person under, constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Guarantor or any of its subsidiaries is entitled under any provision of any Material Agreement or instrument binding upon Guarantor or any of its subsidiaries or any material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Acquiror and its subsidiaries; provided that, for purposes of this Subsection 3.04(b)(iii), "Material Agreement" shall mean any agreement identified in the Guarantor 2000 Form 10-K or in any of Guarantor's quarterly reports on Form 10-Q filed with respect to any quarter of its 2001 fiscal year or any agreement entered into since the date of Guarantor's latest quarterly report on Form 10-Q that would be required under to be so identified in Guarantor's Annual Report on Form 10-K for the rules and regulations of Nasdaqyear ended September 30, and 2001 or (iv) such other consents, authorizations, approvals and registrations that, if not obtained result in the creation or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws imposition of any foreign countryencumbrance on any material asset of Guarantor or any of its subsidiaries.

No Conflicts; Required Filings and Consents. (a) The execution execution, delivery and delivery performance by Acquiror of this Agreement Agreement, the execution, delivery and performance by Acquiror and MergerSub does not, Parent of the Guarantee and the consummation by Acquiror and MergerSub Parent of the Merger and the other transactions contemplated hereby and thereby, as applicable, require no action by or in respect of, or filing with, any Governmental Authority, other than (i) the filing of a Certificate of Merger with respect to the Merger with the Secretary of State of the State of Delaware, (ii) compliance with any applicable requirements of the HSR Act and applicable Non-U.S. Monopoly Laws, (iii) compliance with any applicable requirements of the Securities Act, the Exchange Act, any applicable state securities laws and the Nasdaq, (iv) compliance with Environmental, Health and Safety Laws and (v) any actions or filings the absence of which would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect or materially impair the ability of Acquiror to consummate the Merger and the other transactions contemplated by this Agreement or the ability of Parent to fulfill its obligations under the Guarantee. (b) The execution, delivery and performance by Acquiror of this Agreement, the execution, delivery and performance by Parent of the Guarantee and the consummation by Acquiror and Parent of the Merger and other transactions contemplated hereby and thereby, as applicable, do not and will notnot (i) contravene, conflict with, or result in a any violation of, or breach of any provision of the Certificate Parent Charter Documents or the certificate of Incorporation incorporation or Bylaws bylaws of Acquiror (or MergerSubequivalent organizational documents), as amended (ii) assuming compliance with the matters referred to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does notSection 3.04(a), and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will notcontravene, conflict with, with or result in a material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration breach of any obligation or loss provision of any material benefit underlaw, any material mortgagerule, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, licenseregulation, judgment, orderinjunction, decree, statute, law, ordinance, rule order or regulation decree applicable to Acquiror or any Subsidiary of Acquiror Parent or any of their properties or assets, except as such termination, cancellation or acceleration could reasonably be expected not to have a Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated hereby. (b) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required to be obtained or made, at or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger as provided in Section 1.2, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign country, including the filing of the Registration Statement with the SEC in accordance with the Securities Actits subsidiaries, (iii) such filings as may require any consent or other action by any person under, constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its subsidiaries is entitled under any provision of any Material Agreement or instrument binding upon Parent or any of its subsidiaries or any material license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Acquiror and its subsidiaries; provided that, for purposes of this Subsection 3.04(b)(iii), "Material Agreement" shall mean any agreement identified in the Parent 2001 Form 10-K or in any of Parent's quarterly reports on Form 10-Q filed with respect to any quarter of its 2002 fiscal year or any agreement entered into since the date of Parent's latest quarterly report on Form 10-Q that would be required under to be so identified in Parent's Annual Report on Form 10-K for the rules and regulations of Nasdaqyear ended June 30, and 2002 or (iv) such other consents, authorizations, approvals and registrations that, if not obtained result in the creation or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws imposition of any foreign countryencumbrance on any material asset of Parent or any of its subsidiaries.

No Conflicts; Required Filings and Consents. (a) The execution and Neither the execution, delivery or performance of this Agreement by Acquiror and MergerSub does notMerger Sub or Parent, and nor the consummation by Acquiror and MergerSub of the transactions contemplated hereby hereby, nor compliance by Merger Sub or Parent with any provision hereof will not, (i) conflict with, with or result in a violation of, breach of any provision of the Certificate Charter Documents or Governing Documents of Incorporation Merger Sub or Bylaws of Acquiror or MergerSubParent, as amended to date and as currently in full force and effect. The execution and delivery of this Agreement by Acquiror and MergerSub does not, and the consummation by Acquiror and MergerSub of the transactions contemplated hereby will not, conflict with, or result in (ii) cause a material violation of, or material 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 any a material benefit under, or result in the creation of any material mortgagelien, charge or other encumbrance upon any of the properties of Merger Sub or Parent under any of the terms, conditions or provisions of any note, bond, mortgage or indenture, lease, contract or any other material agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule obligation or regulation agreement to which Merger Sub or Parent is a party or by which its properties or assets may be bound or (iii) violate any law applicable to Acquiror Merger Sub or any Subsidiary of Acquiror Parent or binding upon any of their properties or assetsits properties, except as for, in the case of clauses (ii) and (iii), such terminationdefaults or violations which would not, cancellation individually or acceleration could in the aggregate, reasonably be expected not to have a Parent Material Adverse Effect on Acquiror. Section 3.5(a) of the Acquiror Disclosure Schedule lists all consents, waivers and approvals under any of Acquiror's material agreements, contracts, licenses, leases or other obligations in effect as of the date of this Agreement required to be obtained in connection with the consummation of the transactions contemplated herebyEffect. (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 Governmental Entity, Entity is required to be obtained obtained, made or made, at given by Merger Sub or prior to the Effective Time, by or with respect to Acquiror or any Subsidiary of Acquiror Parent in connection with the execution and delivery of this Agreement by Acquiror or MergerSub or the consummation by Acquiror or MergerSub Merger Sub of the Merger or other transactions contemplated hereby, hereby except for (i) in connection with the applicable requirements of the HSR Act, (ii) the filing of the Certificate of Merger Registration Statement with the SEC in accordance with the Securities Act, as provided further described in Section 1.25.3 hereof, (iiiii) as shown on Section 4.4(b) of the Parent Disclosure Letter, (iv) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the Exchange Act, the Securities Act, applicable state securities laws and the securities (or related) laws of any foreign countrycountry other than the United States, including or (v) the filing of the Registration Statement with the SEC Certificate of Merger as provided in accordance with the Securities Act, (iii) such filings as may be required under the rules and regulations of Nasdaq, and (iv) such other consents, authorizations, approvals and registrations that, if not obtained or made, could reasonably be expected not to have a Material Adverse Effect on Acquiror. Acquiror acknowledges and agrees that no filings are required under the HSR Act and the antitrust laws of any foreign countrySection 1.3 hereof.