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

No Violation; Required Filings and Consents. Assuming the adoption and approval of this Agreement by the Seller directors and officers and except for filings, permits, authorizations, consents and approvals, and for the termination or expiration, as applicable, none of the execution, delivery or performance of this Agreement by Seller, the consummation by Seller of the transactions contemplated hereby, including the Offer and the Merger, or compliance by Seller with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of Seller, (ii) require Seller to make any filing with, give any notice to, or obtain any permit, authorization, consent or approval of, any Governmental Authority, (iii) (A) require Seller to give any notice to, or obtain any consent from, any Person under, or (B) 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, modification, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Seller is a party or by which it or any of its properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any of its properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches, defaults or rights of termination, cancellation or acceleration that, would not, individually or in the aggregate, (A) prevent or materially delay consummation of the Offer and the Merger, (B) otherwise prevent or materially delay performance by Seller of its material obligations under this Agreement, or (C) reasonably be expected to have a Seller Material Adverse Effect.

No Violation; Required Filings and Consents. Assuming the adoption and approval of this Agreement by the Seller directors and officers and except for filings, permits, authorizations, consents and approvals, and for the termination or expiration, as applicable, none None of the execution, delivery or performance of this Agreement by Seller, the consummation by Seller of the transactions contemplated hereby, including the Offer hereby and the Merger, or compliance by Seller with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of SellerSeller , (ii) require Seller to make any filing with, give any notice toby, or obtain any permit, authorization, consent or approval of, any Governmental Authority, (iii) (A) require Seller to give any notice to, or obtain any consent from, any Person under, or (B) 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, modification, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Seller is a party or by which it or any of its respective properties or assets may be bound, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or any of its respective properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches, breaches or defaults or rights of termination, cancellation or acceleration that, that would not, individually or in the aggregate, (A) prevent or materially delay consummation of the Offer and the Mergertransactions contemplated hereby, (B) otherwise prevent or materially delay performance by Seller of its material obligations under this Agreement, or (C) reasonably be expected to have a Seller Material Adverse Effect.

No Violation; Required Filings and Consents. Assuming the adoption and approval of this Agreement by the Seller directors and officers and except Except: (a) for filings, permits, authorizationsConsents, consents and approvalsregistrations, and for declarations as may be required under applicable Antitrust Laws in the termination or expirationSpecified Jurisdictions, and applicable securities laws; and (b) as applicableotherwise set forth in Schedule 2.2 of the Disclosure Schedule, none of the execution, delivery or performance of this Agreement by such Seller, the consummation by such Seller of the transactions contemplated hereby, including the Offer and the Merger, or compliance by such Seller with any of the provisions hereof will will: (i) conflict with or result in any breach of any provision of the organizational documents Charter Documents of such Seller, ; (ii) require such Seller to make any filing with, give any notice to, or obtain any permit, authorization, consent permit or approval Consent of, any Governmental Authority, ; (iii) (A) require Seller to give any notice to, or obtain any consent from, any Person under, or (B) 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, modification, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which such Seller is a party or by which it or any of its properties or assets may be such Seller is bound, ; or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable Legal Requirement to which such Seller or any of its properties or assetsis subject, excluding from the foregoing clauses “(ii), ,” “(iii) )” and “(iv) )” such filings, notices, permits, authorizations, consents, approvals, violations, breaches, defaults or rights of terminationmodification, cancellation or acceleration or such violations of any Legal Requirement that, would not, individually or in the aggregate, (A) result in any Company Share held by such Seller becoming subject to any Lien or reasonably be expected to prevent or materially delay the consummation of any of the Offer and the Merger, (B) otherwise prevent or materially delay performance transactions contemplated by Seller of its material obligations under this Agreement, or (C) reasonably be expected to have a Seller Material Adverse Effect.

No Violation; Required Filings and Consents. Assuming the adoption and approval of this Agreement by the Seller directors and officers and except Except (a) for filings, permits, authorizations, consents and approvals, approvals as may be required under the Exchange Act and for (b) as otherwise set forth in Section 4.3 of the termination or expiration, as applicableSeller Disclosure Letter, none of the execution, delivery or performance of this Agreement and the Transaction-Related Documents by SellerSeller and its Subsidiaries, the consummation by Seller and its Subsidiaries of the transactions contemplated hereby, including the Offer hereby and the Merger, or compliance by Seller or any of its Subsidiaries with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of SellerSeller or its Subsidiaries, (ii) require Seller to make any filing with, give any notice toby, or obtain any permit, authorization, consent or approval of, any Governmental Authority, (iii) (A) require Seller to give any notice to, or obtain any consent from, any Person under, or (B) 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, modification, cancellation or acceleration) ), or require the consent, waiver or any other approval of any Person, under, any of the terms, conditions or provisions of any material notePurchased Contract, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Seller is a party or by which it or (iv) result in the creation of any Encumbrances upon any of its properties or the assets may be bound, used in the Business or (ivv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller the Business or any of its properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches, defaults or rights of termination, cancellation or acceleration that, would not, individually or in the aggregate, (A) prevent or materially delay . The consummation of the Offer transactions contemplated herein has been approved and consented to by all required holders of Indebtedness and a majority of the Merger, (B) otherwise prevent or materially delay performance by Seller shares of its material obligations under this Agreement, or (C) reasonably be expected to have a Seller Material Adverse Effectthe Series D Convertible Preferred Stock of Seller.

No Violation; Required Filings and Consents. Assuming the adoption and approval of this Agreement by the Seller directors and officers and except Except for filings, permits, authorizationsConsents, consents and approvalsorders, registrations, and for the termination or expirationdeclarations as may be required under, as applicableand other applicable requirements of applicable Antitrust Laws, and applicable securities laws, none of the execution, delivery or performance of this Agreement by SellerPurchaser, the consummation by Seller Purchaser of the transactions contemplated hereby, including the Offer and the Merger, or compliance by Seller Purchaser with any of the provisions hereof will will: (ia) conflict with or result in any breach of any provision of the organizational documents Charter Documents of Seller, Purchaser; (iib) require Seller Purchaser to make any filing with, give any notice to, or obtain any permit, authorization, consent Permit or approval Consent of, any Governmental Authority, ; (iii) (A) require Seller to give any notice to, or obtain any consent from, any Person under, or (Bc) 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, modification, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation Contract to which Seller Purchaser is a party or by which it or any of its properties or assets may be bound, ; or (ivd) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller Purchaser or any of its properties or assets, excluding from the foregoing clauses “(iib), ,” “(iii) c)” and “(iv) d)” such filings, notices, permits, authorizations, consents, approvalsConsents, violations, breaches, defaults or rights of termination, modification, cancellation or acceleration thator such violations of any order, writ, injunction, decree, statute, rule or regulation that would not, individually or in the aggregate, (A) reasonably be expected to prevent or materially delay the consummation of the Offer and the Merger, (B) otherwise prevent or materially delay performance by Seller of its material obligations under this Agreement, or (C) reasonably be expected to have a Seller Material Adverse EffectShare Purchase.