Common use of No Violation or Conflict; No Default Clause in Contracts

No Violation or Conflict; No Default. Neither the nature of the business of the Company nor the execution, delivery or performance of this Agreement, or any related documents by the Company, nor the compliance with its obligation hereunder or thereunder, nor the consummation of the transactions contemplated hereby, nor the issuance, sale or delivery of the Shares will: (1) Violate or conflict with any provisions of the Company's Certificate of Incorporation or By-laws; (2) Violate or conflict with any applicable laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect"); (3) Violate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default under), or permit the termination of, or require the consent of any person or entity under, result in the creation or imposition of any lien or other encumbrance upon any property of the Company under, result in the loss by the Company or modification in any manner adverse to the Company of any right or benefit under, or give to any other person or entity any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; or (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation or Conflict; No Default. Neither the nature of the business of the Company nor Company, the execution, delivery or performance of this Agreement, the Shares or any related of the other documents by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyTransactions, nor the issuance, sale or delivery of the Shares will: (1) Violate 3.04.1 violate or conflict with any provisions provision of the Fundamental Documents of the Company's Certificate of Incorporation or By-laws; (2) Violate 3.04.2 violate or conflict with any applicable lawsApplicable Laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");; or (3) Violate3.04.3 violate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Encumbrance upon any property of the Company under, result in the loss by the Company or modification in any manner adverse to the Company of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "ContractsCONTRACTS") to which the Company is a party or by which their its properties may be bound or affected except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; or (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

No Violation or Conflict; No Default. (1) Neither the nature of the business of the Company nor the execution, delivery or performance of this Agreement, or any related documents by the Company, nor the compliance with its obligation hereunder or thereunderobligations hereunder, nor the consummation of the transactions contemplated hereby, nor the issuance, sale or delivery of the Shares hereby will: (1i) Violate violate or conflict with any provisions provision of the Company's Certificate certificate of Incorporation incorporation or By-lawsbylaws of the Company or any of its subsidiaries; (2ii) Violate violate or conflict with any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority or body (collectively, "Laws") applicable laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");or any of its subsidiaries or by which any of their respective properties or assets may be subject; or (3iii) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity under, result in the creation or imposition of any lien or other encumbrance upon any property of the Company or its subsidiaries under, result in the loss (by the Company or any subsidiary) or modification in any manner adverse to the Company and its subsidiaries of any right or benefit under, or give to any other person or entity any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company or any of its subsidiaries is a party or by which their properties may be bound or affected affected, except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; or (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect upon the business, operations, prospects, properties, assets or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, or a material adverse effect on the ability of the Company to perform its obligations under this Agreement. (2) The execution and delivery of this Agreement does not, and the performance of its obligations under this Agreement and the consummation of the transaction contemplated hereby will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental body under any Laws, except for required filings under the Securities Act or state "blue sky" laws.

No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company nor Company, the execution, delivery or performance of this Agreement, Agreement or any related documents of the other Documents by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyTransactions, nor the issuance, sale or delivery of the Common Shares will: (1i) Violate violate or conflict with any provisions provision of the Fundamental Documents of the Company's Certificate of Incorporation or By-laws; (2ii) Violate violate or conflict with any applicable lawsApplicable Laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");; or (3iii) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company under, result in the loss (by the Company Company) or modification in any manner adverse to the Company of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "ContractsCONTRACTS") to which the Company is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable reasonably be expected to have a Material Adverse Effect; or. (4b) The Company is not in default (without giving effect to any grace or cure period or notice requirement) under any Contract, the Certificate of Incorporation or the By-laws any of the Company Fundamental Documents or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as disclosed on Schedule 3.6(a). (c) The execution and delivery of this Agreement and the other Documents to which the Company is a party do not, and the performance of its obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority pursuant to any Applicable Laws, except for (i) required filings under the federal securities laws or state "blue sky" laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the other Documents.

No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company nor the execution, delivery or performance of this Agreement, the Notes, Common Shares or any related documents of the other Documents by the CompanyCompany or Subsidiaries, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyTransactions, nor the issuance, sale or delivery of the Notes or Common Shares will: (1i) Violate violate or conflict with any provisions provision of the Company's Certificate Fundamental Documents of Incorporation the Company or By-lawsany of its Subsidiaries; (2ii) Violate violate or conflict with any applicable lawsApplicable Laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");; or (3iii) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company or its Subsidiaries under, result in the loss (by the Company or any Subsidiary) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage material mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "“Contracts"”) to which the Company or any of its Subsidiaries is a party or by which their properties may be bound or affected except for consents which may have been or will be obtained prior to Closing and except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; or (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The execution and delivery of this Agreement and the other Documents to which the Company and Subsidiaries are a party do not, and the performance of their obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority pursuant to any Applicable Laws, except for (i) required filings under the Securities Act or state “blue sky” laws as a result of the issuance of the Notes and Common Shares hereunder or the exercise of rights under the Registration Rights Agreement, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company or Subsidiaries from performing its obligations under this Agreement or the other Documents.

No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company nor or any of its Subsidiaries, the execution, delivery or performance of this Agreement, the Preferred Shares or any related documents of the other Documents by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyTransactions, nor the issuance, sale or delivery of the Preferred Shares or the Reserved Common Shares will: (1i) Violate violate or conflict with any provisions provision of the Company's Certificate Fundamental Documents of Incorporation the Company or By-lawsany of its Subsidiaries; (2ii) Violate violate or conflict with any applicable lawsApplicable Laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");; or (3iii) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, of or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company or its Subsidiaries under, result in the loss (by the Company or any Subsidiary) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which --------- the Company or any of its Subsidiaries is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable reasonably be expected to have a Material Adverse Effect; or. (4b) The Company is not in default (without giving effect to any grace or cure period or notice requirement) under any Contract, the Certificate of Incorporation or the By-laws any of the Company Fundamental Documents or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The execution and delivery of this Agreement and the other Documents to which the Company is a party do not, and the performance of its obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority pursuant to any Applicable Law, except for (i) required filings under the Securities Act or state "blue sky" laws as a result of the exercise of rights under the Registration Rights Agreement, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the other Documents.

No Violation or Conflict; No Default. Neither (a) None of the ------------------------------------ nature of the business of the Company or any of its Subsidiaries, the execution, delivery or performance by the Company of this Agreement or the other Documents, the compliance by the Company with its obligations hereunder or thereunder, the consummation of the Transactions, and the issuance, sale or delivery of the Series B Preferred Stock will: (1) violate or conflict with any provision of the Charter Documents of the Company or any of its Subsidiaries; (2) violate or conflict with any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority or body (collectively, "Laws") applicable to the Company or any of ---- its Subsidiaries or by which any of their respective properties or assets may be subject, except (solely with respect to the nature of the business of the Company nor the execution, delivery or performance of this Agreement, or any related documents by the Company, nor the compliance with and its obligation hereunder or thereunder, nor the consummation of the transactions contemplated hereby, nor the issuance, sale or delivery of the Shares will: (1Subsidiaries) Violate or conflict with any provisions of the Company's Certificate of Incorporation or By-laws; (2) Violate or conflict with any applicable laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");; or (3) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company or any of its Subsidiaries under, result in the loss (by the Company or any of its Subsidiaries) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company or any of its Subsidiaries --------- is a party or by which their properties may be are bound or affected except as would not, individually or in the aggregate, reasonable reasonably be expected to have a Material Adverse Effect; or. (4b) The Company is not in default (without giving effect to any grace or cure period or notice requirement) under any Contract, the its Certificate of Incorporation Incorporation, the Series A Certificate of Designations or the By-laws of the Company bylaws or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The execution and delivery of this Agreement and the other Documents do not, and the performance of its obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body under any Laws, except for (i) notification pursuant - to, and expiration or termination of the waiting period under, the HSR Act, (ii) -- required filings under the Securities Act or state "blue sky" laws and (iii) --- those filings or notifications listed on Schedule 4.6 hereto.

No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company nor or any of its Subsidiaries, the execution, delivery or performance of this Agreement, the Securities, the Registration Rights Agreement, the Warrant Agreement, the Stockholder Agreement or any related documents of the other Documents by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyhereby and thereby, nor the issuance, sale or delivery of the Shares Securities will: (1) Violate violate or conflict with any provisions provision of the Company's Certificate Charter Documents of Incorporation the Company or By-lawsany of its Subsidiaries; (2) Violate violate or conflict with any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority or body (collectively, "Laws") applicable lawsto the ---- Company or any of its Subsidiaries or by which any of their respective properties or assets may be subject, except where such violation would not reasonably be expected to have, individually singly or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");; or (3) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company or its Subsidiaries under, result in the loss (by the Company or any Subsidiary) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company or any of its --------- Subsidiaries is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable reasonably be expected to have a Material Adverse Effect; or. (4b) The Company is not in default (without giving effect to any grace or cure period or notice requirement) under any Contract, the Certificate of Incorporation or the By-laws any of the Company Charter Documents, or any applicable judgments or orders, except where such default would not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect. (c) The execution and delivery of this Agreement and the other Documents to which the Company is a party do not, and the performance of its obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body under any Laws, except for (i) required filings under the Securities Act or state "blue sky" laws as a result of the exercise of rights under the Registration Rights Agreement, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing their obligations under this Agreement or the other Documents.

No Violation or Conflict; No Default. Neither the nature of the business of the Company nor (a) Except as set forth in Schedule 5.6, neither the execution, delivery or performance of this Agreement, Agreement or any related documents of the Other Agreements by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyTransactions, nor the issuance, sale or delivery of the Shares Convertible Note or the Warrant will: : (1i) Violate violate or conflict with any provisions provision of the Articles of Incorporation or Bylaws of the Company's Certificate of Incorporation or By-laws; ; (2ii) Violate to the Company’s Knowledge, violate or conflict with any applicable laws, except where such violation would not reasonably be expected to have, individually Applicable Laws; or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect"); (3iii) Violateviolate, be in conflict with, or constitute a breach or default (or under any event whichmaterial mortgage, with the passage of time or notice or both, would become a default under), or permit the termination of, or require the consent of any person or entity under, result in the creation or imposition of any lien or other encumbrance upon any property of the Company under, result in the loss by the Company or modification in any manner adverse to the Company of any right or benefit under, or give to any other person or entity any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage indenture, note, debenture, agreement, lease, license, permit, franchise or other similar material instrument or obligation, whether written or oral (collectively, "“Contracts"”) to which the Company or any of its Subsidiaries is a party or by which their properties may be bound or affected except for consents which may have been or will be obtained prior to Closing and except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; or (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The execution and delivery of this Agreement and the Other Agreements to which the Company is a party do not, and the performance of its obligations under this Agreement and the Other Agreements and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority pursuant to any Applicable Laws, except for (i) any required filings under the Securities Act or state “blue sky” laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing its material obligations under this Agreement or the Other Agreements.

No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company nor the execution, delivery or performance of this Agreement, or any related documents of the other Documents by the Company, nor the compliance by the Company with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyTransactions, nor the issuance, sale or delivery of the Common Shares will: (1i) Violate violate or conflict with any provisions provision of the Company's Certificate Fundamental Documents of Incorporation the Company or By-lawsany of its Subsidiaries; (2ii) Violate violate or conflict in any material respect with any applicable laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");Applicable Laws; or (3iii) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company or its Subsidiaries under, result in the loss (by the Company or any Subsidiary) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company or any of its Subsidiaries is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable reasonably be expected to have a Material Adverse Effect; or. (4b) The Company is not in default (without giving effect to any grace or cure period or notice requirement) under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, Contract except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or any of its Fundamental Documents or any applicable judgments or orders. (c) The execution and delivery of this Agreement and the other Documents to which the Company is a party do not, and the performance of its obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority pursuant to any Applicable Laws, except for (i) required filings under the Securities Act or state "blue sky" laws as a result of the issuance of the Common Shares hereunder, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the other Documents.

No Violation or Conflict; No Default. Neither the nature of the business of the Company nor the execution, delivery or performance of this Agreement, or any related documents by the Company, nor the compliance with its obligation hereunder or thereunder, nor the consummation of the transactions contemplated hereby, nor the issuance, sale or delivery of the Shares Securities will: (1) Violate or conflict with any provisions of the Company's Certificate of Incorporation incorporation or By-laws; (2) Violate or conflict with any applicable laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");effect; or (3) Violate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default under), or permit the termination of, or require the consent of any person or entity under, result in the creation or imposition of any lien or other encumbrance upon any property of the Company under, result in the loss by the Company or modification in any manner adverse to the Company of any right or benefit under, or give to any other person or entity any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; ormaterial adverse affect on the Company's financial position. (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect.

No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company nor the ------------------------------------ execution, delivery or performance of this Agreement, Agreement or any related documents of the other Documents by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyhereby and thereby, nor the issuance, sale or delivery of the Shares Securities will: (1) Violate violate or conflict with any provisions provision of the Company's Certificate Charter Documents of Incorporation the Company or By-lawsany of its Subsidiaries; (2) Violate violate or conflict with any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority or body (collectively, "Laws") applicable laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");or any of ---- its Subsidiaries or by which any of their respective properties or assets may be subject; or (3) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company or its Subsidiaries under, result in the loss (by the Company or any Subsidiary) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") --------- to which the Company or any of its Subsidiaries is a party or by which their properties may be bound or affected affected, except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; or (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The execution and delivery of this Agreement and the other Documents to which the Company is a party do not, and the performance of its obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body under any Laws, except for (i) notification pursuant to, and expiration or termination of the - waiting period under, the HSR Act and (ii) required filings under the Securities -- Act or state "blue sky" laws.

No Violation or Conflict; No Default. Neither the nature of the business of the Company nor (a) Except as set forth in Schedule 5.6, neither the execution, delivery or performance of this Agreement, Agreement or any related documents of the Other Agreements by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyTransactions, nor the issuance, sale or delivery of the Shares Junior Convertible Note will: : (1i) Violate violate or conflict with any provisions provision of the Articles of Incorporation or Bylaws of the Company's Certificate of Incorporation or By-laws; ; (2ii) Violate to the Company’s Knowledge, violate or conflict with any applicable laws, except where such violation would not reasonably be expected to have, individually Applicable Laws; or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect"); (3iii) Violateviolate, be in conflict with, or constitute a breach or default (or under any event whichmaterial mortgage, with the passage of time or notice or both, would become a default under), or permit the termination of, or require the consent of any person or entity under, result in the creation or imposition of any lien or other encumbrance upon any property of the Company under, result in the loss by the Company or modification in any manner adverse to the Company of any right or benefit under, or give to any other person or entity any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage indenture, note, debenture, agreement, lease, license, permit, franchise or other similar material instrument or obligation, whether written or oral (collectively, "“Contracts"”) to which the Company or any of its Subsidiaries is a party or by which their properties may be bound or affected except for consents which may have been or will be obtained prior to Closing and except as would not, individually or in the aggregate, reasonable be expected to have a Material Adverse Effect; or (4) The Company is not in default under any Contract, the Certificate of Incorporation or the By-laws of the Company or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) The execution and delivery of this Agreement and the Other Agreements to which the Company is a party do not, and the performance of its obligations under this Agreement and the Other Agreements and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority pursuant to any Applicable Laws, except for (i) any required filings under the Securities Act or state “blue sky” laws, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing its material obligations under this Agreement or the Other Agreements.

No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company nor or any of its Subsidiaries, the execution, delivery or performance of this Agreement, the Securities, the Registration Rights Agreement, the Warrant Agreement, the Stockholder Agreement or any related documents of the other Documents by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyhereby and thereby, nor the issuance, sale or delivery of the Shares Securities will: (1) Violate violate or conflict with any provisions provision of the Company's Certificate Charter Documents of Incorporation the Company or By-lawsany of its Subsidiaries; (2) Violate violate or conflict with any statute, law, rule or regulation or any judgment, decree, order, regulation or rule of any court or governmental authority or body (collectively, "Laws") ---- applicable lawsto the Company or any of its Subsidiaries or by which any of their respective properties or assets may be subject, except where such violation would not reasonably be expected to have, individually singly or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");; or (3) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company or its Subsidiaries under, result in the loss (by the Company or any Subsidiary) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company or any of its --------- Subsidiaries is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable reasonably be expected to have a Material Adverse Effect; or (4b) The Company is not in default (without giving effect to any grace or cure period or notice requirement) under any Contract, the Certificate of Incorporation or the By-laws any of the Company Charter Documents, or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The execution and delivery of this Agreement and the other Documents to which the Company is a party do not, and the performance of its obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Body under any Laws, except for (i) required filings under the Securities Act or state "blue sky" laws as a result of the exercise of rights under the Registration Rights Agreement, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing their obligations under this Agreement or the other Documents.

No Violation or Conflict; No Default. (a) Neither the nature of the business of the Company nor or any of its Subsidiaries, the execution, delivery or performance of this Agreement, the Preferred Shares or any related documents of the other Documents by the Company, nor the compliance with its obligation obligations hereunder or thereunder, nor the consummation of the transactions contemplated herebyTransactions, nor the issuance, sale or delivery of the Preferred Shares or the Reserved Common Shares will: (1i) Violate violate or conflict with any provisions provision of the Company's Certificate Fundamental Documents of Incorporation the Company or By-lawsany of its Subsidiaries; (2ii) Violate violate or conflict with any applicable lawsApplicable Laws, except where such violation would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), earnings, properties, business, prospects or results of operations of the Company (a "Material Adverse Effect");; or (3iii) Violateviolate, be in conflict with, or constitute a breach or default (or any event which, with the passage of time or notice or both, would become a default default) under), or permit the termination of, or require the consent of any person or entity Person under, result in the creation or imposition of any lien or other encumbrance Lien upon any property of the Company or its Subsidiaries under, result in the loss (by the Company or any Subsidiary) or modification in any manner adverse to the Company and its Subsidiaries of any right or benefit under, or give to any other person or entity Person any right of termination, amendment, acceleration, repurchase or repayment, increased payments or cancellation under, any mortgage mortgage, indenture, note, debenture, agreement, lease, license, permit, franchise or other instrument or obligation, whether written or oral (collectively, "Contracts") to which the Company or any of its --------- Subsidiaries is a party or by which their properties may be bound or affected except as would not, individually or in the aggregate, reasonable reasonably be expected to have a Material Adverse Effect; or. (4b) The Company is not in default (without giving effect to any grace or cure period or notice requirement) under any Contract, the Certificate of Incorporation or the By-laws any of the Company Fundamental Documents or any applicable judgments or orders, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) The execution and delivery of this Agreement and the other Documents to which the Company is a party do not, and the performance of its obligations under this Agreement and the other Documents and the consummation of the Transactions will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority pursuant to any Applicable Law, except for (i) required filings under the Securities Act or state "blue sky" laws as a result of the exercise of rights under the Registration Rights Agreement, and (ii) where the failure to obtain such consents, approvals, authorizations or permits or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or delay in any material respect consummation of the Transactions, or otherwise prevent the Company from performing its obligations under this Agreement or the other Documents.