Common use of No Defaults or Conflicts Clause in Contracts

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Except as provided in Schedule 4.5(a), the Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement and the Registration Series E Shareholders' Rights Amendment Agreement and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 E-1 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationE-2 Certificate) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authorityGovernmental Authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority Governmental Authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate Certificates of DesignationsDesignation, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority Governmental Authority and including, without limitation, any shareholder approval) (other than any necessary approvals which have been obtained prior to the Closing Date), or (iv) except as provided in Schedule 4.5(b), cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision of any item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under this Agreement, the Stock Purchase AgreementsCertificates of Designation, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the StockholdersE Shareholders' Agreement, the Stockholders' Rights Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Company is not in violation No Event of Default or default in any material respect (Potential Default has occurred and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s)continuing. (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement and of the Registration Rights Amendment Loan Documents to which it is a party and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares Notes, the Warrants and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationor therein) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate Articles of incorporation Incorporation or byBy-laws Laws of the Company, Company or (B) any law, rule, regulation or order of any federalregulation, stateorder, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or the Subsidiary or any of its their respective propertiesproperties (or to which the Company of the Subsidiary is a party or by which any of their respective properties may be bound), (ii) other than pursuant to this Agreement or the Loan Documents, result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of DesignationsSubsidiary's Properties, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, limitation any shareholder approval)) other than (A) the consent of the Senior Lender (B) any registration, qualification or filing with the Securities and Exchange Commission or any state securities commission necessary in connection with the Company's obligations under Section 17 hereof and (C) the Company's routine filing obligations under the Securities Exchange Act or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No such provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on will have a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebyMaterial Adverse Effect.

No Defaults or Conflicts. (a) The Except as provided in Schedule 4.5(a), the Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement and the Registration Rights Amendment other Restructure Documents, and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate Designation of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationRights) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authorityGovernmental Authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority Governmental Authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate Certificates of DesignationsDesignation, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority Governmental Authority and including, without limitation, any shareholder approval) (other than any necessary approvals which have been obtained prior to the date hereof), or (iv) except as provided in Schedule 4.5(b), cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision of any item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under this Agreement, any of the Stock Purchase Agreementsother Restructure Documents, the Series 2 Certificate Designation of DesignationsRights, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Except as provided in Schedule 4.5(a), the Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of each of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Transaction Documents and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationherein) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate articles of incorporation or by-laws bylaws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authorityGovernmental Authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority Governmental Authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate Certificates of DesignationsDesignation, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority Governmental Authority and including, without limitation, any shareholder approval) (other than any necessary approvals which have been obtained prior to the Closing Date), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rightsrights (except as contemplated by Section 4.2(d)). No provision of any item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' this Agreement, the Stockholders' Agreement AmendmentCertificates of Designation, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the other Company Documents and the consummation of the transactions contemplated hereby and thereby by the Company and performance by the Company of its obligations hereunder and thereunder do not and will not: (a) The Company is not contravene or conflict with, or result in any violation or default breach of, the Organizational Documents of the Company or any Company Subsidiary; (b) contravene or conflict with, or result in any material respect violation or breach of, any of the terms or provisions of, or constitute a default (and is not or an event that, with or without notice or lapse of time or both, would become a default) under, require any consent of any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of the Company or any Company Subsidiary under, or result in default in the creation of any respect regarding Encumbrance on any Indebtedness) under property, asset or right of the Company or any indentureCompany Subsidiary pursuant to, agreement or instrument any Contract to which it the Company or any Company Subsidiary is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Company Subsidiary or their respective properties, assets or rights are bound (iiother than with respect to any payments, benefits or vesting acceleration pursuant to any Company Plans or Statutory Plans); (c) assuming that all Governmental Authorizations in Section 4.6 have been obtained or made, result in any violation or breach of any existing applicable Law or Order of any Governmental Authority having jurisdiction over the Company, the Company Subsidiaries or any of their respective properties or (d) result in the creation of any Lien upon Encumbrance (other than Permitted Encumbrances) on any of the Company's propertiesproperties or assets of the Company or any of its Subsidiaries, assets or revenuesexcept, except as provided in the Series 2 Certificate case of Designationsclauses (b), (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (Ac) and (C) d), for any conflicts, violations, breaches, defaults, loss of the preceding clause (i) materially adversely affects the assetsbenefits, properties, additional payments or other liabilities, businessalterations, affairsterminations, results of operationsamendments, condition (financial accelerations, cancellations, or otherwise) Encumbrances that, in each case, would not, individually or prospects of in the aggregate, reasonably be expected to be material to the Company on and its Subsidiaries, taken as a consolidated basis whole, or the to prevent, materially delay or materially impair their ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of consummate the transactions contemplated hereby or therebyhereby.

No Defaults or Conflicts. (a) The Neither the Company nor any of its Subsidiaries is not in material violation of or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Neither the Company nor any of its Subsidiaries is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority Governmental Authority or arbitrator(s)) which default could have a Material Adverse Effect. (b) The execution, delivery and performance by the Company of the Stock this Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and each of the Registration Rights Amendment Other Transaction Documents to which it is a party, and any of the transactions contemplated hereby or thereby (including, including without limitation, limitation the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationherein) do does not and will not (i) violate or conflict with, result in a breach of, or constitute a default under (with or without the giving of notice or the passage of time or both, ) any provision of (A) the respective articles or certificate of incorporation or by-laws of the Company, Company or any of its Subsidiaries or (B) any law, rule, regulation or order of any federalGovernmental Authority, stateor any order, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority Governmental Authority or arbitrator(s), or (DC) any material agreement, indenture mortgage, indenture, franchise, license, permit or other instrument applicable to the Company or any of its Subsidiaries or any of their respective properties, (ii) result in the creation of any Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) except as set forth in Schedule 5.4 hereto, require the consent, waiverwaiver or approval of, approvalor license, permit, order or authorization of, or the declaration, registration, qualification or filing with, any Governmental Authority or other Person (whether or not a governmental authority and includingcollectively, without limitation, any shareholder approval"Consents"), or (iv) except as set forth in Schedule 5.4 hereto, cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Neither the Company nor any of its Subsidiaries is not in material violation of or material default in any material respect under (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Neither the Company nor any of its Subsidiaries is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority Governmental Authority or arbitrator(s)) which default could have a Material Adverse Effect. (b) There are no Redemption Events currently existing and there are no conditions or events which, with notice or lapse of time or both, would constitute a Redemption Event. (c) The execution, delivery and performance by the Company and each Subsidiary of this Purchase Agreement, each of the Stock Purchase AgreementsOther Transaction Documents to which it is a party and of the Securities to be or being issued by it, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, including without limitation, limitation the issuance of the Shares Preferred Shares, the Warrants and the Conversion Warrant Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption subsequent ownership of the Series 2 Certificate of Designations as an amendment to Securities by the Company's certificate of incorporationPurchasers) do does not and will not (i) violate or conflict with, result in a breach of, or constitute a default under (with or without the giving of notice or the passage of time or both, ) any provision of (A) the respective articles or certificate of incorporation or by-laws of the Company, Company or any of its Subsidiaries or (B) any law, rule, regulation or order of any federalGovernmental Authority (including without limitation the Securities Act, statethe Exchange Act, countyall applicable state securities laws, municipal the Clayxxx Xxx and the Sherxxx Xxx), or other governmental authorityany order, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority Governmental Authority or arbitrator(s), or (DC) any agreement, indenture mortgage, indenture, franchise, license, permit or other instrument applicable to the Company or any of its Subsidiaries or any of their respective propertiesproperties (including without limitation any Indebtedness), (ii) result in the creation of any Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) except as set forth on Schedule 5.5 hereto, require the consent, waiverwaiver or approval of, approvalor license, permit, order or authorization of, or the declaration, registration, qualification or filing with, any Governmental Authority or other Person (whether or not a governmental authority and collectively, "Consents"), including, without limitation, any shareholder approval)insurance regulatory authority, or (iv) except as set forth on Schedule 5.5 hereto, cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The No Event of Default or Potential Default has occurred and is continuing. (b) Neither the Company nor any of the Subsidiaries is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in bound where the violation or default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s)could reasonably be expected to have a Material Adverse Effect. (bc) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement AmendmentNotes, the Registration Rights Agreement and the Registration Rights Amendment Warrants and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares Notes, the Warrants and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationtherein) do does not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective articles or certificates of incorporation or by-laws of the Company, Company or any of its Subsidiaries (or similar governing documents) or (B) any law, rule, regulation or order of any federalregulation, stateorder, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Subsidiaries or any of their respective properties, (ii) result in the creation of any security interest or Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), except listing of the Shares on the American Stock Exchange or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in violation of or default in any material respect under any material law, rule, regulation, order, writ, injunction, judgment judgment, decree, award or decree other action of any court or other governmental authority or arbitrator(s). The Company is not in violation of its certificate of incorporation or bylaws. (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreements and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 B Certificate of Designations and the adoption of the Series 2 B Certificate of Designations as an amendment to the Company's certificate of incorporationDesignations) do does not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws bylaws of the Company, Company or (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) or any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, except in the case of this clause (B) for such violations or conflicts that will not individually or in the aggregate have a Material Adverse Effect, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval)) except for required securities law filings and board of director approvals, certain approvals of the holders of Series A Preferred Stock and certain registration rights modifications, which board of director and Series A Preferred Stockholder approvals and registration rights modifications have been obtained or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative except with respect to the Series A Preferred Stock pursuant to the Series A Certificate of Designations or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects or reasonably may be expected to materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects continued conduct of the Company on a consolidated basis Company's business as described in the Memorandum or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 B Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Designations or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock and Warrant Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and Designations, the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationincorporation and the issuance by the Company of the Warrants and Warrant Shares as contemplated herein and therein and in the Warrant Certificates) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective certificates of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of DesignationsDesignations of the Series D Convertible Preferred Stock, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval) (other than the vote at the Stockholders' Meeting regarding authorized stock and other than approvals which have been obtained prior to the Closing Date), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock and Warrant Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 WaiverWarrant Certificates, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Neither the Company nor any of its Subsidiaries is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be boundbound that would materially adversely affects or will materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Articles Supplementary, the Stockholders' Agreement, the Registration Rights Agreement or any of the transactions contemplated hereby or thereby. The Neither the Company nor any Subsidiary is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreement and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and Articles Supplementary, the adoption of the Series 2 Certificate of Designations Articles Supplementary as an amendment to the Company's certificate of incorporationcharter) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective certificates of incorporation or by-laws of the CompanyCompany or any of its Subsidiaries, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Subsidiaries or any of their respective properties, (ii) result in the creation of any Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Articles Supplementary of the Series 2 Certificate of DesignationsA Preferred, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval) (other than approvals which have been obtained prior to the Closing Date), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision of any item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects or will materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 WaiverArticles Supplementary, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtednessindebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, Agreements and the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationtherein) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), ) or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, Agreements and the Registration Rights Agreement, the Registration Rights Amendment Agreement or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. The execution and delivery of this Agreement and the other Parent Documents and the consummation of the transactions contemplated hereby and thereby by Xxxxxx and Merger Subs and performance by Xxxxxx and Merger Subs of their respective obligations hereunder and thereunder do not and will not: (a) The Company is not contravene or conflict with, or result in any violation or default breach of, the Organizational Documents of either Parent or Merger Subs, (b) contravene or conflict with, or result in any material respect violation or breach of, any of the terms or provisions of, or constitute a default (and is not or an event that, with or without notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties under, require the offering or making of any payment or redemption under, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person under, or otherwise adversely affect any rights of Parent or Merger Subs under, or result in default in the creation of any respect regarding Encumbrance on any Indebtedness) under property, asset or right of Parent or Merger Subs, pursuant to any indenture, agreement or instrument Contract to which it Parent or any Merger Sub is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company Parent or any of its Merger Sub or their respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenuesrights may be bound or affected; or (c) assuming that all Governmental Authorizations in Section 5.5 have been obtained or made, except as provided result in any violation or breach of any existing applicable Law or Order of any Governmental Authority having jurisdiction over Parent or Merger Subs or any of their respective properties, except, in the Series 2 Certificate case of Designations, clauses (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (Ab) and (C) c), for any conflicts, violations, breaches, defaults, loss of the preceding clause (i) materially adversely affects the assetsbenefits, properties, additional payments or other liabilities, businessalterations, affairsterminations, results of operationsamendments, condition (financial accelerations or otherwise) cancellations that, in each case, would not, individually or prospects of in the Company on a consolidated basis aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of the Company Parent or Merger Subs to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of consummate the transactions contemplated hereby or therebyhereby.

No Defaults or Conflicts. The execution and delivery by the Seller of this Agreement and the Ancillary Agreements to which the Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby by the Seller and performance by the Seller of its obligations hereunder and thereunder do not (a) The Company is not conflict with or violate the Organizational Documents of the Seller; (b) except as set forth in violation Section 4.3 of the Disclosure Letter, conflict with, violate or result in a material breach of any of the terms or provisions of, or constitute a default under, in any material respect case with or without notice or lapse of time or both, or give any right of termination, suspension, amendment, revocation, cancellation or acceleration under, or result in the creation of any Encumbrance (and is not in default in other than a Permitted Encumbrance) under, any respect regarding any Indebtedness) under any indenture, agreement Contract or instrument Permit to which it the Seller or any member of the Company Group is a party or by which it the Seller or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree member of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company Group is bound or to which the Seller’s or any member of the Stock Purchase Agreements, Company Group’s properties or assets or any of the Series 1 Waiver, Purchased Interests are subject; or (c) assuming all filings and consents necessary for the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any consummation of the transactions contemplated hereby or thereby (including, without limitation, the issuance as set forth in Section 5.6 of the Shares Disclosure Letter shall have been, as relevant, obtained or made (and assuming the Conversion Shares as contemplated herein truth and therein and in the Series 2 Certificate of Designations and the adoption accuracy of the Series 2 Certificate representations and warranties of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or Buyer in Article 6), violate, conflict with, with or without the giving of notice result in a breach or the passage of time default under any applicable Law or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument Order applicable to the Company Seller or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects member of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Group or any of the Seller’s or any member of the Company Group’s properties or assets or any of the Purchased Interests, except, in the case of the foregoing clauses (b) and (c), where the conflict, violation, breach, default, acceleration, termination, suspension, revocation, modification, cancellation, failure to give notice, obtain consent or Encumbrance, as applicable, would not, individually or in the aggregate, (x) materially impair the Seller’s ability to consummate the transactions contemplated hereby and by the applicable Ancillary Agreements or thereby(y) have a Company Material Adverse Effect.

No Defaults or Conflicts. (a) The Neither the Company nor any of its Subsidiaries is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be boundbound that would materially adversely affects or will materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Articles Supplementary, the Stockholders' Agreement, the Registration Rights Agreement or any of the transactions contemplated hereby or thereby. The Neither the Company nor any Subsidiary is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights '' Agreement and the Registration Rights Amendment Agreement and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and Articles Supplementary, the adoption of the Series 2 Certificate of Designations Articles Supplementary as an amendment to the Company's certificate of incorporationcharter) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective certificates of incorporation or by-laws of the CompanyCompany or any of its Subsidiaries, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Subsidiaries or any of their respective properties, (ii) result in the creation of any Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Articles Supplementary of the Series 2 Certificate of DesignationsA Preferred, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval) (other than approvals which have been obtained prior to the Closing Date), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision of any item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects or will materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 WaiverArticles Supplementary, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Neither the Company nor any of its Subsidiaries is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be boundbound other than for such defaults as could not reasonably be expected to have a Material Adverse Effect. The Neither the Company nor any Subsidiary is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s)) other than for such defaults as could not reasonably be expected to have a Material Adverse Effect. (b) The Other than as set forth on Schedule 2, the execution, delivery and performance by the Company of the Stock Purchase Recapitalization Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights ’ Agreement and the Registration Rights Amendment Agreement and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's ’s certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective certificates or articles of incorporation or by-laws of the CompanyCompany or any of its Subsidiaries (or with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States, the respective comparable documents under the laws of such jurisdiction) or (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) or any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Subsidiaries or any of their respective properties, (ii) result in the creation of any Lien upon any of the Company's ’s or any Subsidiary’s properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) other than (A) as required by Delaware law or the Securities Exchange Act (with respect to filings only) or (B) with respect to the Registration Rights Agreement, pursuant to the Securities Act or state securities laws, require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Company is not in violation No Event of Default or default in any material respect (Potential Default has occurred and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s)continuing. (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement and of the Registration Rights Amendment Loan Documents to which it is a party and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares Notes, the Warrants and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationor therein) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate Articles of incorporation Incorporation or byBy-laws Laws of the Company, Company or (B) any law, rule, regulation or order of any federalregulation, stateorder, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or the Subsidiary or any of its their respective propertiesproperties (or to which the Company of the Subsidiary is a party or by which any of their respective properties may be bound), (ii) other than pursuant to this Agreement or the Loan Documents, result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of DesignationsSubsidiary's Properties, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, limitation any shareholder approval)) other than (A) the consent of the Senior Lender (B) any registration, qualification or filing with the Securities and Exchange Commission or any state securitieis commission necessary in connection with the Company's obligations under Section 17 hereof and (C) the Company's routine filing obligations under the Securities Exchange Act or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No such provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on will have a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebyMaterial Adverse Effect.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any material respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority Governmental Authority or arbitrator(s)) having jurisdiction over the Company. (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreement and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations Amendment and the adoption of the Series 2 Certificate of Designations Amendment as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, Company or (B) any material law, rule, regulation or order of any federalGovernmental Authority, state, county, municipal or other governmental authority, (C) any material judgment, writ, injunction, decree, award or other action of any court or governmental authority court, Governmental Authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority Governmental Authority and including, without limitation, any shareholder approval), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in violation of or default in any material respect under any material law, rule, regulation, order, writ, injunction, judgment judgment, decree, award or decree other action of any court or other governmental authority or arbitrator(s). The Company is not in violation of its certificate of incorporation or bylaws. (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Exchange Agreements and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 B Certificate of Designations and the adoption of the Series 2 B Certificate of Designations as an amendment to the Company's certificate of incorporationDesignations) do does not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws bylaws of the Company, Company or (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) or any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, except in the case of this clause (B) for such violations or conflicts that will not individually or in the aggregate have a Material Adverse Effect, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval)) except for required securities law filings and board of director approvals, certain approvals of the holders of Series A Preferred Stock and certain registration rights modifications, which board of director and Series A Preferred Stockholder approvals and registration rights modifications have been obtained or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative except with respect to the Series A Preferred Stock pursuant to the Series A Certificate of Designations or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects or reasonably may be expected to materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects continued conduct of the Company on a consolidated basis Company's business as described in the Memorandum or the ability of the Company to perform its obligations under the Stock Purchase Exchange Agreements, the Series 2 B Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Designations or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Except as disclosed in the Offering Memorandum, (i) the Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The bound and (ii) the Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority Governmental Authority or arbitrator(s). (b) The execution, delivery and performance pe­rformance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' this Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions Transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationherein) do not and will not (i) violate vi­olate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate Amended and Restated Certificate of incorporation Incorporation or bythe Amended and Restated By-laws Laws of the CompanyCompany (as such exist on the date hereof and/or in the form to be adopted at the Closing and attached as Exhibits A and B hereto, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authorityGovernmental Authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority Governmental Authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties’s pro­perties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority Governmental Authority and including, without limitation, any shareholder approval) (other than any necessary approvals which have been obtained prior to the Closing Date), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision of any item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' this Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions Transactions contemplated hereby or therebythereby or any Transaction Document to be executed pursuant to the consummation thereof.

No Defaults or Conflicts. (a) The Except as disclosed on Exhibit B hereto, neither the Company nor any of its Subsidiaries is not in violation or default in any material respect (and is not in monetary default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Neither the Company nor any Subsidiary is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Agreement and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective certificates of incorporation or by-laws of the CompanyCompany or any of its Subsidiaries (or with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States, the respective comparable documents under the laws of such jurisdiction) or (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) or any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Subsidiaries or any of their respective properties, (ii) result in the creation of any Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) except as disclosed on Exhibit B hereto, require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects or will materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Agreement or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The No Event of Default or Potential Default has occurred and is continuing. (b) Neither the Company nor any of the Subsidiaries is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The bound which could have a material adverse effect on the financial condition, operations, business, prospects, profits or Property of the Company is not in default in any material respect under any material order, writ, injunction, judgment or decree the validity or enforceability of any court of the Loan Documents or other governmental authority any of the transactions contemplated thereby or arbitrator(s)the priority of the Security Interests. (bc) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement and of the Registration Rights Amendment Loan Documents to which it is a party and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares Notes, the Warrants and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationor therein) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective Certificates of incorporation Incorporation or byBy-laws Laws of the Company, Company or any of its Subsidiaries or (B) any law, rule, regulation or order of any federalregulation, stateorder, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Subsidiaries or any of their respective propertiesproperties (or to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties may be bound), (ii) other than pursuant to this Agreement or the Loan Documents, result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designationsany Subsidiary's Properties, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, limitation any shareholder approval)) other than (A) the consent of the Senior Lender (B) any registration, qualification or filing with the Securities and Exchange Commission or any state securities commission necessary in connection with the Company's obligations under Section 17 hereof and (C) the Company's routine filing obligations under the Securities Exchange Act or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No such provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on will have a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebyMaterial Adverse Effect.

No Defaults or Conflicts. (a) The Neither the Company nor its Subsidiaries is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtednessindebtedness) under any indenture, agreement agreement, credit facility, debt or other instrument to which it is a party or by which it or its properties may be bound. The Neither the Company nor its Subsidiaries is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority Governmental Authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment each Transaction Document and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares Securities and the Conversion Warrant Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationtherein) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the CompanyCompany or its Subsidiaries, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authorityGovernmental Authority, including, without limitation, the rules, regulations and policies of the Commission and the FDA, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority Governmental Authority or arbitrator(s), or (D) any agreement, indenture indenture, credit facility, debt or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority Governmental Authority and including, without limitation, any shareholder approval), ) or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and Section (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial could have or otherwise) or prospects of the Company on result in a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebyMaterial Averse Affect.

No Defaults or Conflicts. (a) The Neither the Company nor any of its Subsidiaries is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be boundbound that would materially adversely affects or will materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company or the ability of the Company to perform its obligations under this Agreement, the Series B Articles Supplementary, the Stockholders' Agreement, the Registration Rights Agreement, the A-2 Articles Supplementary or any of the transactions contemplated hereby or thereby. The Neither the Company nor any Subsidiary is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' this Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and B Articles Supplementary, the adoption of each of the Series 2 Certificate of Designations B Articles Supplementary and the A-2 Articles Supplementary as an amendment amendments to the Company's certificate of incorporationcharter) do not and will not (i) violate violate, conflict with or conflict withgive rise to a termination right under, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation respective charters or by-laws of the CompanyCompany or any of its Subsidiaries, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Subsidiaries or any of their respective properties, (ii) result in the creation of any Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Series 2 Certificate of DesignationsB Articles Supplementary or the A-2 Articles Supplementary, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval) (other than approvals which have been obtained prior to the Closing Date), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rightsrights (other than with respect to the Series A-2 Preferred). No provision of any item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects or will materially adversely affect the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreementsthis Agreement, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 WaiverB Articles Supplementary, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment A-2 Articles Supplementary or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any material respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority Governmental Authority or arbitrator(s)) having jurisdiction over the Company. (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the First Amendment to Stockholders' Agreement Amendment, and the First Amendment to Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations Amendment and the adoption of the Series 2 Certificate of Designations Amendment as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, Company or (B) any material law, rule, regulation or order of any federalGovernmental Authority, state, county, municipal or other governmental authority, (C) any material judgment, writ, injunction, decree, award or other action of any court or governmental authority court, Governmental Authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority Governmental Authority and including, without limitation, any shareholder approval), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The No Event of Default has occurred and is continuing. (b) Neither Company is not in violation or default under any (i) Material Contract in any material respect respect, or (and is not in default in any respect regarding any Indebtednessii) under any other indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in bound the violation of which or default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s)which would have a Material Adverse Effect. (bc) The execution, delivery and performance by the each Company of the Stock this Purchase AgreementsAgreement, the Series 1 WaiverB Notes, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Warrants and any of the transactions contemplated hereby or thereby (including, without limitation, the consummation of the Exchange Offer and the issuance of the Shares Series B Notes, the Warrants and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationtherein) do does not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective certificates of incorporation and bylaws of either Company (or by-laws of the Company, similar governing documents) or (B) assuming the consent of the required lenders under the Senior Credit Facility is obtained, in any material respect, any law, rule, regulation or order of any federalregulation, stateorder, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company Companies or any of its their respective properties, (ii) result in the creation of any Lien upon any of the either Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) except as required pursuant to the Senior Credit Facility and subject to compliance by the Purchasers with the representations and warranties set forth in Section 5(b) hereof, require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approvalauthority), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive or similar rights. No provision referred to in Sections , or (Av) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations require shareholder approval under the Stock Purchase Agreementsrequirements or standards of any securities exchange or automated quotation system on which Parent's securities may be listed, except that the Series 2 Certificate Warrants, to the extent issued to any director of DesignationsParent, the Series 1 Certificate may not vest or become excercisable until approved by a vote of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebyParent's shareholders.

No Defaults or Conflicts. (a) The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is not a party does not, and the performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby by the Company will not, (i) conflict with or violate any provision of the Company’s charter or bylaws or any equivalent organizational or governing documents of any of its Subsidiaries, (ii) assuming that all consents, approvals, authorizations and permits described in violation clauses (i), (ii) and (iii) of Section 4.7 have been obtained, all filings and notifications described in clauses (i), (ii) and (iii) of Section 4.7 have been made and any waiting periods thereunder have terminated or default expired, conflict with or violate in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument Law applicable to the Company or any of its respective propertiesSubsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound, or (iiiii) require any consent or approval under, result in any breach of or any loss of any benefit or increase in any cost or obligation of the Company or any of its Subsidiaries under, 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, acceleration, payment or cancellation (with or without notice or the lapse of time or both) of, or give rise to any right of purchase, first offer or forced sale under or result in the creation of a Lien (other than a Permitted Lien) on any Lien upon any of the Company's properties, assets material property or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects asset of the Company on a consolidated basis or the ability any Subsidiary of the Company pursuant to, any material note, bond, debt instrument, indenture, contract, agreement, ground lease, license, permit or other legally binding obligation to perform its obligations under which the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment Company or any of the transactions contemplated hereby or therebyits Subsidiaries is a party.

No Defaults or Conflicts. (a) The Neither the Company nor any of its Subsidiaries is not in material violation of or material default in any material respect under (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Neither the Company nor any of its Subsidiaries is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority Governmental Authority or arbitrator(s)) which default could have a Material Adverse Effect. (b) There are no Redemption Events currently existing and there are no conditions or events which, with notice or lapse of time or both, would constitute a Redemption Event. (c) The execution, delivery and performance by the Company and each Subsidiary of this Purchase Agreement, each of the Stock Purchase AgreementsOther Transaction Documents to which it is a party and of the Securities to be or being issued by it, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, including without limitation, limitation the issuance of the Shares Preferred Shares, the Warrants and the Conversion Warrant Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption subsequent ownership of the Series 2 Certificate of Designations as an amendment to Securities by the Company's certificate of incorporationPurchasers) do does not and will not (i) violate or conflict with, result in a breach of, or constitute a default under (with or without the giving of notice or the passage of time or both, ) any provision of (A) the respective articles or certificate of incorporation or by-laws of the Company, Company or any of its Subsidiaries or (B) any law, rule, regulation or order of any federalGovernmental Authority (including without limitation the Securities Act, statethe Exchange Act, countyall applicable state securities laws, municipal the Clayton Act and the Sherman Act), or other governmental authorityany order, (C) any judgment, writ, injunctioninjuxxxxxx, decree, award or other awarx xx xxher action of any court or governmental authority Governmental Authority or arbitrator(s), or (DC) any agreement, indenture mortgage, indenture, franchise, license, permit or other instrument applicable to the Company or any of its Subsidiaries or any of their respective propertiesproperties (including without limitation any Indebtedness), (ii) result in the creation of any Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) except as set forth on Schedule 5.5 hereto, require the consent, waiverwaiver or approval of, approvalor license, permit, order or authorization of, or the declaration, registration, qualification or filing with, any Governmental Authority or other Person (whether or not a governmental authority and collectively, "Consents"), including, without limitation, any shareholder approval)insurance regulatory authority, or (iv) except as set forth on Schedule 5.5 hereto, cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (execution and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument delivery of this Agreement and the Ancillary Agreements to which it the Company is a party or and the consummation of the transactions contemplated hereby and thereby by which it or its properties may be bound. The the Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company of its obligations hereunder and thereunder (including the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any consummation of the transactions contemplated hereby or thereby (includingPre-Closing Actions) do not, without limitationand, immediately following the issuance consummation of the Shares and the Conversion Shares as contemplated herein and therein and Pre-Closing Actions, will not, (a) result in the Series 2 Certificate any violation of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws bylaws, or equivalent organizational documents, of the CompanyCompany or any Company Subsidiary; (b) except as set forth on Section 5.5 of the Company Disclosure Schedules, (B) conflict with, result in a breach of, create in any lawparty thereto the right to terminate or cancel, ruleaccelerate, regulation require any consent under, require the offering or order making of any federal, state, county, municipal payment or redemption under (other governmental authority, (C) any judgment, writ, injunction, decree, award or other action than the right to receive the per share Merger Consideration pursuant to the terms and conditions of any court or governmental authority or arbitrator(sthis Agreement), or result in the creation or imposition of any Encumbrance (Dother than a Permitted Encumbrance) on any agreement, indenture property or other instrument applicable to asset of the Company or any of its respective properties, (ii) result in the creation of any Lien upon Company Subsidiaries under any of the Company's propertiesterms or provisions of, assets or revenuesconstitute a default under any Material Contract; or (c) violate any existing applicable Law, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approvaljudgment, order or authorization ofdecree of any Governmental Authority having jurisdiction over the Company, the Company Subsidiaries or any of their respective properties; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that would not, individually or in the aggregate, have a Material Adverse Effect or reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. There are no bankruptcy, reorganization, or declarationreceivership proceedings pending against, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval)being contemplated by, or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) the Knowledge of the preceding clause (i) materially adversely affects Company, threatened in writing against, the assetsCompany or any Company Subsidiary, propertiesother than with respect to Actions in which the Company or any Company Subsidiary is a creditor, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects as identified on Section 5.5 of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebyDisclosure Schedules.

No Defaults or Conflicts. (a) The Company is not in violation No Event of Default or default in any material respect (Potential Default has occurred and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s)continuing. (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights this Agreement and of the Registration Rights Amendment Loan Documents to which it is a party and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares Notes, the Warrants and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporationor therein) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate Articles of incorporation Incorporation or byBy-laws Laws of the Company, Company or (B) any law, rule, regulation or order of any federalregulation, stateorder, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any Subsidiary or any of its their respective propertiesproperties (or to which the Company of the Subsidiary is a party or by which any of their respective properties may be bound), (ii) other than pursuant to this Agreement or the Loan Documents, result in the creation of any Lien upon any of the Company's properties, assets ’s or revenues, except as provided in the Series 2 Certificate of Designationsany Subsidiary’s Properties, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, limitation any shareholder approval)) other than (A) the consent of the Senior Lender (B) any registration, qualification or filing with the Securities and Exchange Commission or any state securities commission necessary in connection with the Company’s obligations under Section 17 hereof and (C) the Company’s routine filing obligations under the Securities Exchange Act or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No such provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on will have a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebyMaterial Adverse Effect.

No Defaults or Conflicts. (a) The Neither the Company nor any of its Subsidiaries is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be boundbound other than for such defaults as could not reasonably be expected to have a Material Adverse Effect. The Neither the Company nor any Subsidiary is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s)) other than for such defaults as could not reasonably be expected to have a Material Adverse Effect. (b) The Other than as set forth on Schedule 2, the execution, delivery and performance by the Company of the Stock Purchase Recapitalization Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, and the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate respective certificates or articles of incorporation or by-laws of the CompanyCompany or any of its Subsidiaries (or with respect to any Subsidiary organized under the laws of a jurisdiction outside the United States, the respective comparable documents under the laws of such jurisdiction) or (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) or any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its Subsidiaries or any of their respective properties, (ii) result in the creation of any Lien upon any of the Company's or any Subsidiary's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) other than (A) as required by Delaware law or the Securities Exchange Act (with respect to filings only) or (B) with respect to the Registration Rights Agreement, pursuant to the Securities Act or state securities laws, require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval), or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby.

No Defaults or Conflicts. (a) The Except as referred to in the Company's annual report for the year ended December 31, 2001 filed on Form 10-K with the Securities and Exchange Commission, the Company is not in violation of, or default in any material respect (and is not in default in any respect regarding any Indebtedness) under under, any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) . The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' this Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate of incorporation or by-laws bylaws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective properties, (ii) result in the creation of any Lien upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of DesignationsNote and Loan Agreement, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registrationregistra- tion, qualification or filing with, any Person (whether or not a governmental authority and including, without limitation, any shareholder approval) (other than any necessary approvals which have been obtained prior to the Closing Date), or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision of any item referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreementsthis Agreement, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Note and Loan Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or thereby. Litigation. ---------- There is no action, suit, proceeding, investigation or claim pending or, to the Company's best knowledge, threatened in law, equity or otherwise before any court, administrative agency or arbitrator which (i) questions the validity of this Agreement, the Certificate of Designations, the Series A Preferred Stock, the Loan Agreement, the Note or the Conversion Shares or any action taken or to be taken pursuant hereto or thereto, (ii) might adversely affect the rights, title or interest of the Series A Preferred Stock, the Note or the Conversion Shares held by Purchaser or (iii) might result in a material adverse change in the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company. There is no action, proceeding, suit or investigation by the Company currently pending or which the Company intends to initiate.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indentureauthorization, agreement or instrument to which it is a party or by which it or its properties may be bound. The Company is not in default in any material respect under any material order, writ, injunction, judgment or decree of any court or other governmental authority or arbitrator(s). (b) The execution, delivery and performance by the Company Seller of this Agreement and each Transaction Document to which it is a party and the consummation by the Seller of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) Contemplated Transactions do not and will not not: (ia) violate assuming the taking of each action by (including obtaining each necessary authorization, consent or conflict approval), or in respect of, and the making of all necessary filings with, Governmental Authorities, in each case as disclosed on Schedule 4.4, conflict with or without the giving of result in a breach or violation of, or constitute a default (or an event which, with notice or the passage lapse of time or both, would constitute a default) under, any provision of (A) the certificate of incorporation or by-laws of the Company, (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument Law applicable to the Company Seller or its business or assets; or (b) conflict with, or result in any violation or breach of, or default (or an event which, with notice or lapse of its respective propertiestime or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration, or the loss of any benefit under, or require any consent, approval, or waiver from or notice to any Person (iiexcept for any Governmental Authorities for which the representations in Section 4.4 are applicable) (whether after the giving of notice, lapse of time or both) pursuant to, or result in the creation of any Lien Encumbrance upon or forfeiture of any of the Company's rights, properties, Equity Interests or assets of the Seller under, any of the terms, conditions or revenuesprovisions of (i) the Organizational Documents of the Seller, (ii) except as provided in set forth on Schedule 4.3, any Contract, lease or license of the Series 2 Certificate of Designations, Seller or (iii) require the consentany Law, waiverrule, approval, order or authorization ofregulation, or declarationOrder having jurisdiction over the Seller; provided, registrationhowever, qualification that no representation or filing withwarranty is made in the foregoing clauses (ii) or (iii) with respect to matters that, any Person (whether individually or in the aggregate, would not be materially adverse to the Seller, taken as a governmental authority and including, without limitation, any shareholder approval)whole, or (iv) cause antidilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company Seller to perform its obligations under consummate the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebyContemplated Transactions.

No Defaults or Conflicts. (a) The Company is not in violation or default in any material respect (and is not in default in any respect regarding any Indebtedness) under any indenture, agreement or instrument to which it is a party or by which it or its properties may be bound, which violation or default would have a material adverse effect on the Company. The Company is not in violation of or default in any material respect under any material law, rule, regulation, order, writ, injunction, judgment judgment, decree, award or decree other action of any court or other governmental authority or arbitrator(s), which violation or default would have a material adverse effect on the Company. The Company is not restricted from carrying out its business anywhere in the continental United States by any agreement or administrative or judicial order, decree or process in any action or proceeding in which the Company or any of its predecessors is a party. The Company is not in violation of its Amended Certificate of Incorporation or By-Laws. (b) The execution, delivery and performance by the Company of the Stock Purchase Agreements, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement and the Registration Rights Amendment Transaction Documents and any of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and the Conversion Shares as contemplated herein and therein and in the Series 2 Certificate of Designations and the adoption of the Series 2 Certificate of Designations as an amendment to the Company's certificate of incorporation) do does not and will not (i) violate or conflict with, with or without the giving of notice or the passage of time or both, any provision of (A) the certificate Amended Certificate of incorporation Incorporation or byBy-laws Laws of the Company, subject to obtaining the approval of the existing stockholders of the Company to the Certificate of Amendment, or (B) any law, rule, regulation or order of any federal, state, county, municipal or other governmental authority, (C) or any judgment, writ, injunction, decree, award or other action of any court or governmental authority or arbitrator(s), or (D) any agreement, indenture or other instrument applicable to the Company or any of its respective propertiesthe properties or assets of the Company, (ii) result in the creation of any Lien lien, charge, security interest or encumbrance upon any of the Company's properties, assets or revenues, except as provided in the Series 2 Certificate of Designations, (iii) require the consent, waiver, approval, order or authorization of, or declaration, registration, qualification or filing with, any Person person or entity (whether or not a governmental authority and including, without limitation, any shareholder approval)) except for required securities law filings, and board of director and stockholder approvals and certain consents which approvals, consents and waivers have been obtained or (iv) cause antidilution anti-dilution clauses of any outstanding securities to become operative or give rise to any preemptive rights. No provision referred or similar rights of purchase which have not been waived by the holders thereof prior to in Sections (A) and (C) of the preceding clause (i) materially adversely affects the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis or the ability of the Company to perform its obligations under the Stock Purchase Agreements, the Series 2 Certificate of Designations, the Series 1 Certificate of Designations, the Series 1 Waiver, the Stockholders' Agreement, the Stockholders' Agreement Amendment, the Registration Rights Agreement, the Registration Rights Amendment or any of the transactions contemplated hereby or therebydate hereof.