Common use of No Violation; Consents Clause in Contracts

No Violation; Consents. (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance of the Common Stock, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of the Company or any of its Subsidiaries pursuant to any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (i), (ii) and (iii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Material Adverse Effect.

No Violation; Consents. (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance of the Common Stock, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of the Company or any of its Subsidiaries pursuant to any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (i), (ii) and (iii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Material Adverse Effect, would not prevent or materially delay consummation of the transactions contemplated hereby and would not affect the validity of the issuance of the Common Stock.

No Violation; Consents. (a) Assuming Except as set forth in Schedule 3.07, The execution, delivery and performance by the making or receipt Company and each of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5its Subsidiaries of each of the Transaction Documents to which each is a party, the execution issuance, authentication, sale and delivery of this Agreement, the Registration Rights Agreement Notes and compliance by the Warrants, Company and each of its Subsidiaries with the terms thereof (including issuance of the Common Stock, Shares upon conversion of Notes) and the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, Transaction Documents will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or cause or give rise to the acceleration or increase of any right of termination, cancellation benefits or acceleration underany termination right, or result in the creation or imposition of any Lien on or against any (other than the Liens created in favor of the properties Security Trustee) upon any property or assets of the Company or any of its Subsidiaries pursuant to to, any of the terms or conditions of any note, bondindenture, mortgage, indenturedeed of trust, license, loan agreement or other instrument agreement or obligation instrument, including any lease or employment agreement, or any Permit, to which the Company or any of its Subsidiaries is a party or by which any of them the Company or any of their properties its Subsidiaries is bound or to which any of the property or assets may be boundof the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) violate result in the violation of any statute, law, rule, regulation, writ, injunction, law or statute or any judgment, order order, rule or decree regulation of any Governmental Entity, binding on court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets; and no consent, excluding approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Notes and compliance by the Company and each of its Subsidiaries with the terms thereof (including issuance of Conversion Shares upon conversion of Notes) and the consummation of the transactions contemplated by the Transaction Documents, except for (x) (i) the notification from the foregoing clauses (i)Federal Cartel Office of the Federal Republic of Germany that the prohibition requirements of Section 36, paragraph 1 of the Act against Restraints of Competition are not applicable, (ii) and the STA (as defined in Section 5.10)and (iii) conflictsan authorization from the Bermuda Monetary Authority, violationseach of which notification, breachesauthorization or approval has been obtained and remains in full force and effect and (y) such consents, defaultsapprovals, rights of terminationauthorizations, cancellation filings, registrations or acceleration, qualifications as may be required to be obtained or made under the Securities Act and liens which, individually or applicable state securities laws as provided in the aggregate, would not have a Material Adverse EffectRegistration Rights Agreement.

No Violation; Consents. (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution and delivery of this Agreement, Agreement and the Registration Rights Agreement and the WarrantsAgreement, and the issuance of the Common Stock, the consummation of the transactions contemplated hereby, hereby and by the Registration Rights Agreement and the WarrantsAgreement., and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the WarrantsAgreement, will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of the Company or any of its Subsidiaries pursuant to any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (i), (ii) and (iii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Material Adverse Effect, would not prevent or materially delay consummation of the transactions contemplated hereby and would not affect the validity of the issuance of the Common Stock.

No Violation; Consents. (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5the following paragraph, the execution and delivery of this Agreement and the Registration Rights Agreement, the Registration Rights Agreement execution, delivery and filing of the WarrantsCertificate of Designations by the Company, and the issuance of the Preferred Stock and the Common StockStock issuable upon conversion of or as dividends on the Preferred Stock by the Company, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and or by the WarrantsCertificate of Designations, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and or the Warrants, Certificate of Designations will not (i) conflict with, violate or result in any breach of the Restated Certificate of Incorporation, as amended, or by-laws or other charter documents of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of the Company or any of its Subsidiaries pursuant to any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (i), (ii) and (iiiii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Material Adverse Effect, would not prevent or materially delay consummation of the transactions contemplated hereby and would not affect the validity of the issuance of the Preferred Stock or of the Common Stock issuable upon conversion of or as dividends on the Preferred Stock. (b) Except for (i) the filing of the Certificate of Designations in accordance with the Delaware General Corporations Law, (ii) applicable requirements, if any, under Blue Sky Laws and (ii) the filing of a Registration Statement, no filing, consent, approval, permit, authorization, notice, registration or other action of or with any Governmental Entity, is required to be made or obtained by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the issuance of the Preferred Stock and the Common Stock issuable upon conversion of or as dividends on the Preferred Stock by the Company or the consummation by the Company of the transactions contemplated hereby and thereby. 3.6.

No Violation; Consents. (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described Except as set forth in this Section 5.5Schedule 3.07, the execution execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of this Agreement, the Registration Rights Agreement Notes and compliance by the Warrants, Company and each of its Subsidiaries with the terms thereof (including issuance of the Common Stock, Shares upon conversion of Notes) and the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, Transaction Documents will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or cause or give rise to the acceleration or increase of any right of termination, cancellation benefits or acceleration underany termination right, or result in the creation or imposition of any Lien on or against any (other than the Liens created in favor of the properties Security Trustee) upon any property or assets of the Company or any of its Subsidiaries pursuant to to, any of the terms or conditions of any note, bondindenture, mortgage, indenturedeed of trust, license, loan agreement or other instrument agreement or obligation instrument, including any lease or employment agreement, or any Permit, to which the Company or any of its Subsidiaries is a party or by which any of them the Company or any of their properties its Subsidiaries is bound or to which any of the property or assets may be boundof the Company or any of its Subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bye-laws or similar organizational documents of the Company or any of its Subsidiaries or (iii) violate result in the violation of any statute, law, rule, regulation, writ, injunction, law or statute or any judgment, order order, rule or decree regulation of any Governmental Entity, binding on court or arbitrator or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets; and no consent, excluding approval, authorization or order of, or filing or registration with, any such court or arbitrator or governmental agency or body under any such statute, judgment, order, decree, rule or regulation is required for the execution, delivery and performance by the Company and each of its Subsidiaries of each of the Transaction Documents to which each is a party, the issuance, authentication, sale and delivery of the Notes and compliance by the Company and each of its Subsidiaries with the terms thereof (including issuance of Conversion Shares upon conversion of Notes) and the consummation of the transactions contemplated by the Transaction Documents, except for (x) (i) the notification from the foregoing clauses (i)Federal Cartel Office of the Federal Republic of Germany that the prohibition requirements of ss.36, paragraph 1 of the Act against Restraints of Competition are not applicable, (ii) and the STA (as defined in Section 5.10)and (iii) conflictsan authorization from the Bermuda Monetary Authority, violationseach of which notification, breachesauthorization or approval has been obtained and remains in full force and effect and (y) such consents, defaultsapprovals, rights of terminationauthorizations, cancellation filings, registrations or acceleration, qualifications as may be required to be obtained or made under the Securities Act and liens which, individually or applicable state securities laws as provided in the aggregate, would not have a Material Adverse EffectRegistration Rights Agreement.

No Violation; Consents. (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, Neither the execution and delivery by the Company of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance or any of the Common StockAncillary Documents to which it is a party, nor the consummation by the Company of the transactions contemplated herebyhereby or thereby, by the Registration Rights Agreement and the Warrantswill: (a) violate, and the compliance by the Company conflict with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, will not (i) conflict with, violate or result in any a material breach of the Certificate respective Articles of Incorporation, as amended, Incorporation or by-laws Bylaws (or equivalent organizational documents) of the Company or its Subsidiariesany Subsidiary of the Company; (b) except for the notes, (ii) agreements, documents and/or instruments evidencing the Funded Indebtedness, violate, conflict with, result in a violation or material breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in the termination or give rise to any in a right of terminationtermination of, cancellation accelerate the performance required by or acceleration benefit obtainable under, result in the triggering of any payment or other obligations pursuant to, result in the creation of any Lien on or against Encumbrances (except for Permitted Encumbrances) upon any of the properties of the Company or any of its Subsidiaries pursuant to under, or result in there being declared void, voidable, or without further binding effect, any of the terms terms, conditions or conditions of provisions of, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation Company Material Contracts to which the Company or any of its Subsidiaries is a party party, as identified in Section 4.6 to the Company Disclosure Schedules, or by which any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their respective properties or assetsassets is bound, excluding from as identified in Section 4.6 to the foregoing clauses Company Disclosure Schedules, except where the Company or any of its Subsidiaries has obtained or will obtain prior to the Closing the necessary written agreements, waivers, releases or consents of the other parties to such Company Material Contracts to avoid, release or waive any such default, conflict, material breach, violation, termination, right to terminate or accelerate, or triggering of payment with respect to such Company Material Contracts (iprovided, however that the parties rights with respect to the Company's failure to obtain any such consents shall be as set forth in paragraph (a)(i) of the definition of "Material Adverse Change" and Section 7.2(h) of this Agreement); or (c) require any consent, approval or authorization of, or filing or registration with, any Governmental Authority, except for (A) applicable requirements of the Securities Act and the Exchange Act, (iiB) the applicable pre-merger notification requirements of the HSR Act, any Non-U.S. Anti-Trust Laws or other Regulatory Laws, (C) if required, the receipt of a decision under any Non-U.S. Anti-Trust Laws declaring the Merger compatible with any Non-U.S. Anti-Trust Laws, and (iiiD) conflictsthe filing and recordation of the Articles of Merger pursuant to the Arizona Code (provided however, violations, breaches, defaults, the parties rights with respect to the failure to obtain any such consents shall be as set forth in paragraph (a)(i) of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a definition of "Material Adverse EffectChange" and Section 7.2(h) of this Agreement).

No Violation; Consents. (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance of the Common Stock, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, will not (i) conflict with, violate or result in any breach of the Certificate of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of the Company or any of its Subsidiaries pursuant to any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (i), (ii) and (iii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Material Adverse Effect.and

No Violation; Consents. (a) Assuming the making or receipt of all filings, notices, registrations, consents, approvals, permits and authorizations described in this Section 5.5, the execution and delivery of this Agreement, the Registration Rights Agreement and the Warrants, and the issuance of the Common Stock, the consummation of the transactions contemplated hereby, by the Registration Rights Agreement and the Warrants, and the compliance by the Company with any of the provisions hereof or of the Registration Rights Agreement and the Warrants, will not (i) conflict with, violate or result in any breach of the Certificate Articles of Incorporation, as amended, or by-laws of the Company or its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Lien on or against any of the properties of the Company or any of its Subsidiaries pursuant to any of the terms or conditions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, or (iii) violate any statute, law, rule, regulation, writ, injunction, judgment, order or decree of any Governmental Entity, binding on the Company or any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (i), (ii) and (iiiii) conflicts, violations, breaches, defaults, rights of termination, cancellation or acceleration, and liens which, individually or in the aggregate, would not have a Material Adverse Effect, would not prevent or materially delay consummation of the transactions contemplated hereby and would not affect the validity of the issuance of the Common Stock.