Common use of No Violation to Result Clause in Contracts

No Violation to Result. The execution, delivery and performance by the Buyer of this Agreement and the other documents contemplated hereby and the consummation by the Buyer of the transactions contemplated hereby and thereby and of the Extension, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the Buyer Certificate of Incorporation or bylaws of the Buyer or (ii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by any Contract to which the Buyer is a party or by which it or its assets are bound; or (c) give any Person the right to declare a default or exercise any remedy under any Contract or cancel, terminate or modify any Contract. No notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer of this Agreement and the other documents contemplated hereby or the consummation by the Buyer of the transactions contemplated hereby or thereby, except for (v) the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOM.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the Buyer Certificate of Incorporation or bylaws of the Buyer or (ii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Bylaws of the Company or any resolution adopted by the board of directors or Shareholders of the Company, or (y) any Contract or Encumbrance to which the Buyer Company is a party or by which it or its assets are the Company is bound; , or (cz) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company; (ii) give any Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Company Stock or any of the properties or assets of the Company. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorizationapproval, approvaladoption, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or the consummation by the Buyer Company of the transactions contemplated hereby or thereby, except for (v) the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOM.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the Buyer Certificate of Incorporation or bylaws of the Buyer or (ii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Certificate of Incorporation or Bylaws of the Company or any resolution adopted by the board of directors of the Company or stockholders of the Company, or (y) any note, debt instrument, security agreement, mortgage or any other Contract to which the Buyer Company is a party or by which it or its assets are is bound; , or (cz) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company; (ii) give any Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Company Common Stock or, except for any Permitted Encumbrance, any of the properties or assets of the Company, except with respect to Section 3.3(i)(y) above any such violations, breaches, conflicts, defaults or acceleration as are immaterial. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorization, approval, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or the consummation by the Buyer Company of the transactions contemplated hereby or thereby, except for (v) the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOM.

No Violation to Result. The Other than with respect to the Securities Laws or as may be required by reason of Parent’s or the Buyer’s participation in the Transactions, and assuming all consents or filings set forth on Schedule 3.3 are obtained or made, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby Transaction Documents to which the Company is a party and the consummation by the Buyer Company of the transactions contemplated hereby Transactions and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate violate, breach, conflict with, constitute a default under, accelerate or conflict with permit the acceleration of the performance required by (i) any of the terms of the Buyer Certificate of Incorporation operating agreement or bylaws other organizational documents of the Buyer Company or any of its Subsidiaries or any resolution adopted by the managers or members of the Company or any of its Subsidiaries, (ii) any Material Contract to which the Company or any of its Subsidiaries is a party or by which they or their assets are bound, or (iiiii) any Law or other legal requirement of any Governmental Authority applicable to the BuyerCompany or any of its Subsidiaries; (b) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by any Contract to which the Buyer is a party or by which it or its assets are bound; or (c) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Material Contract or cancel, terminate or modify any Material Contract; (c) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any material permit or license that is held by the Company or any of its Subsidiaries or that otherwise is used in or necessary for the Company’s or any of its Subsidiaries’ business or any of the assets owned or used by the Company or any of its Subsidiaries; or (d) result in the creation or imposition of any material Encumbrance or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person (other than the Buyer) upon any of the Acquired Units or any of the properties or assets of the Company or any of its Subsidiaries under any Contract entered into by the Company or its Subsidiaries, except, in the case of each of (a)(ii), (a)(iii) and (b), where the failure of such representations and warranties to be so true and correct is not material to the Company and its Subsidiaries (taken as a whole). No notice to, filing with, or consent of any Governmental Authority under any Law or approval of, any Person under any Material Contract is necessary in connection with, and no “change of control” provision in any Material Contract or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Company or any of this Agreement and its Subsidiaries of the other documents contemplated hereby Transaction Documents or the consummation by the Buyer Company or any of its Subsidiaries of the transactions contemplated hereby or therebyTransactions pursuant thereto, except for (v) the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; as set forth on Schedule 3.3, (y) the filing of a notification and report form by the Buyer under the HSR Exchange Act, if requiredthe Securities Act or other federal or state securities, “blue sky” or takeover Laws and any other applicable Antitrust Laws and rules or regulations promulgated thereunder (collectively, the expiration “Securities Laws”) or termination of the waiting period required thereunder; and (z) any notice, filing or consent, the actions failure of which to be made or obtained, as applicable, is not material to the Company and its Subsidiaries (taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOMas a whole).

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate violate, breach, conflict with, constitute a default under, accelerate or conflict with permit the acceleration of the performance required by (i) any of the terms of the Buyer Certificate articles of Incorporation incorporation or bylaws of the Buyer Company or any resolution adopted by the board of directors of the Company or shareholders of the Company, or (ii) any Contract to which the Company is a party or by which it or its assets are bound, or (iii) any Law or other legal requirement of any Governmental Authority applicable to the BuyerCompany; (b) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by any Contract to which the Buyer is a party or by which it or its assets are bound; or (c) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Contract or cancel, terminate or modify any Contract; (c) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (d) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (e) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon any of the Shares or any of the properties or assets of the Company. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or the consummation by the Buyer Company of the transactions contemplated hereby or thereby. The Company has given all notices, except for (v) made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOMClosing.

No Violation to Result. The execution, delivery and performance by the Buyer Seller of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Seller of the transactions contemplated hereby and thereby and the fulfillment by the Seller of the Extensionterms hereof and thereof, do not and will not: (a) violate, directly breach or indirectly constitute a default under (or event which, with or without the giving of notice or lapse of time, or both): (a) violate , would become a default under), accelerate or conflict with permit the acceleration of the performance required by: (i) any of the terms of the Buyer Certificate of Incorporation organizational documents, or bylaws any resolution adopted by any of the Buyer shareholders or directors of any Seller Party, or (ii) any Law or other legal requirement of any Governmental Authority applicable Contract related to the BuyerBusiness or otherwise Affecting the Purchased Assets; (b) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by any Contract to which the Buyer is a party or by which it or its assets are bound; or (c) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Contract related to the Business or otherwise Affecting the Purchased Assets or cancel, terminate or modify any ContractContract related to the Business or otherwise Affecting the Purchased Assets; (c) give any Governmental Authority or other Person the right to prohibit any of the transactions contemplated by this Agreement; or (d) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, modify or terminate any permit, license, or designation that is held by any Seller Party or that is otherwise necessary for any Seller Party to conduct the Business or to own the Purchased Assets. No notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract related to the Business or otherwise Affecting the Purchased Assets is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Seller of this Agreement and the other documents contemplated hereby or the consummation by the Buyer Seller of the transactions contemplated hereby or thereby. Each Seller Party has given all notices, except for (v) made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the filing Closing. No “fair price,” “interested stockholder,” “business combination” or similar provision of a joint voluntary notice with CFIUS pursuant any jurisdiction’s takeover or similar Law is, or at the Closing will be, applicable to FINSA, and written confirmation the transactions contemplated by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws this Agreement and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOMother documents contemplated hereby.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate violate, breach, conflict with, constitute a default under, accelerate or conflict with permit the acceleration of the performance required by (i) any of the terms of the Buyer Certificate articles of Incorporation organization or bylaws operating agreement of the Buyer Company or any resolution adopted by the board of managers of the Company or members of the Company, or (ii) any Material Contract to which the Company is a party or by which it or its assets are bound, or (iii) any Law or other legal requirement of any Governmental Authority applicable to the BuyerCompany; (b) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by any Contract to which the Buyer is a party or by which it or its assets are bound; or (c) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Material Contract or cancel, terminate or modify any Material Contract; (c) give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (d) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (e) result in the creation or imposition of any Encumbrance, in favor of any Person upon the Membership Interests or any of the properties or assets of the Company. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or the consummation by the Buyer Company of the transactions contemplated hereby or thereby. The Company represents and warrants to the Buyer that (i) Section 6.11 of this Agreement does not and will not conflict with or violate any agreement, except for (v) understanding or arrangement, whether written or oral, to which the filing of a joint voluntary notice with CFIUS pursuant to FINSACompany or the Company’s officers, employees, members or agents are currently bound, and written confirmation by CFIUS (ii) no breach or violation of the successful completion Letter of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration Intent has occurred or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOMis continuing.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the Buyer Certificate of Incorporation or bylaws of the Buyer or (ii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (i) any of the terms of the Articles of Incorporation or Bylaws of the Company or any organizational documents of any of its Subsidiaries or any resolution adopted by the board of directors or Shareholders of the Company or any of its Subsidiaries, or (ii) any Material Contract or Encumbrance to which the Buyer Company or any of its Subsidiaries is a party or by which it the Company or any of its assets are Subsidiaries is bound; , or (ciii) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company or any of its Subsidiaries, except where it could not reasonably be expected to have a Material Adverse Effect; (b) give any Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any such Material Contract or cancel, terminate or modify any such Material Contract; (c) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (d) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company or any of its Subsidiaries, except where it could not reasonably be expected to have a Material Adverse Effect; or (e) result in the creation or imposition of any Encumbrance, to the knowledge of the Company or any Subsidiary, any possibility of Encumbrance, or any restriction in favor of any Person upon the Company Stock or any of the properties or assets of the Company or any of its Subsidiaries. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorizationapproval, approvaladoption, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or the consummation by the Buyer Company of the transactions contemplated hereby or thereby. The Company has given all notices, except for (v) made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOMClosing.

No Violation to Result. The Other than with respect to the Securities Laws or as may be required by reason of or the Parent Parties’ participation in the Transactions, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby Transaction Documents to which the Company is a party and the consummation by the Buyer Company of the transactions contemplated hereby Transactions and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate violate, breach, conflict with, constitute a default under, accelerate or conflict with permit the acceleration of the performance required by (i) any of the terms of the Buyer Certificate of Incorporation operating agreement or bylaws other organizational documents of the Buyer Company or any of its Subsidiaries or any resolution adopted by the managers or members of the Company or any of its Subsidiaries, (ii) any Material Contract to which the Company or any of its Subsidiaries is a party or by which they or their assets are bound, or (iiiii) any Law or other legal requirement of any Governmental Authority applicable to the BuyerCompany or any of its Subsidiaries; (b) violate, breach, conflict with, constitute a default under or accelerate or permit the acceleration of the performance required by any Contract to which the Buyer is a party or by which it or its assets are bound; or (c) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Material Contract or cancel, terminate or modify any Material Contract; (c) give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any material permit or license that is held by the Company or any of its Subsidiaries or that otherwise is used in or necessary for the Company’s or any of its Subsidiaries’ business or any of the assets owned or used by the Company or any of its Subsidiaries; or (d) result in the creation or imposition of any material Encumbrance or restriction (other than as expressly provided in the Transaction Documents) in favor of any Person (other than the Parent Parties) upon any of the Company Units or any of the properties or assets of the Company or any of its Subsidiaries under any Contract entered into by the Company or its Subsidiaries, except, in the case of each of (a)(ii), (a)(iii) and (b), where the failure of such representations and warranties to be so true and correct is not material to the Company and its Subsidiaries (taken as a whole). No notice to, filing with, or consent of any Governmental Authority under any Law or approval of, any Person under any Material Contract is necessary in connection with, and no “change of control” provision in any Material Contract or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Company or any of this Agreement and its Subsidiaries of the other documents contemplated hereby Transaction Documents or the consummation by the Buyer Company or any of its Subsidiaries of the transactions contemplated hereby or therebyTransactions pursuant thereto, except for (v) the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; Exchange Act, the Securities Act or other federal or state securities, “blue sky” or takeover Laws and any rules or regulations promulgated thereunder (collectively, the “Securities Laws”) or (y) any notice, filing or consent, the filing failure of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions which to be made or obtained, as applicable, is not material to the Company and its Subsidiaries (taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOMas a whole).

No Violation to Result. The Except as set forth on Schedule 3.3 to the Disclosure Schedule, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby Company Transaction Agreements and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the Buyer Certificate of Incorporation or bylaws of the Buyer or (ii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Bylaws of the Company or any of its Subsidiaries or any resolution adopted by the board of directors or Shareholders of the Company or any of its Subsidiaries, or (y) any Contract or Encumbrance to which the Buyer Company or any of its Subsidiaries is a party or by which it the Company or any of its assets are Subsidiaries is bound; , or (cz) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company or any of its Subsidiaries; (ii) give any Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person a reasonable basis to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company or any of its Subsidiaries; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Company Stock or any Encumbrance upon any of the material properties or assets of the Company or any of its Subsidiaries. No Except for the filing of the Plan of Merger with the California Secretary of State, and other than as set forth on Schedule 3.3 to the Disclosure Schedule, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorizationapproval, approvaladoption, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or the consummation by the Buyer Company of the transactions contemplated hereby or thereby. The Company has given all notices, except for (v) made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOMClosing.

No Violation to Result. The Except as set forth on Schedule 3.3(a), the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, time or both): (a) violate or conflict with (i) any of the terms of the Buyer Certificate of Incorporation or bylaws of the Buyer or (ii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Certificate of Incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries or any resolution adopted by the board of directors or Stockholders of the Company or any of its Subsidiaries, or (y) any Contract or Encumbrance to which the Buyer Company or any of its Subsidiaries is a party or by which it the Company or any of its assets are Subsidiaries is bound; , or (cz) any law, judgment, decree, order, rule, regulation, permit, license or other legal requirement of any Government Authority applicable to the Company or any of its Subsidiaries; (ii) give any Person the right to declare a default or default, exercise any remedy or accelerate the performance or maturity under any such Contract or cancel, terminate or modify any such Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company or any of its Subsidiaries; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Company Common Stock or any of the properties or assets of the Company or any of its Subsidiaries. No Other than as set forth on Schedule 3.3(b), no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorizationapproval, approvaladoption, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or the consummation by the Buyer Company of the transactions contemplated hereby or thereby, except for (v) the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOM.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the Buyer Certificate of Incorporation or bylaws of the Buyer or (ii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Certificate of Incorporation or Bylaws of the Company or any resolution adopted by the board of directors of the Company or shareholders of the Company, or (y) any Contract to which the Buyer Company is a party or by which it or its assets are bound; , or (cz) any Law or other legal requirement of any Government Authority applicable to the Company; (ii) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Contract Contract, or cancel, terminate or modify any Contract, (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (v) result in the creation or imposition of any Encumbrance or restriction in favor of any Person upon the Shares or any of the properties or assets of the Company, other than, with respect to such properties or assets, any Permitted Encumbrance. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, triggered by, the authorization, approval, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or nor the consummation by the Buyer Company of the transactions contemplated hereby or thereby, except for (v) the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOM.

No Violation to Result. The Except as set forth on Schedule 3.3, the execution, delivery and performance by the Buyer Company of this Agreement and the other documents contemplated hereby and the consummation by the Buyer Company of the transactions contemplated hereby and thereby and the fulfillment by the Company of the Extensionterms hereof and thereof, do not and will not, directly or indirectly (with or without notice or lapse of time, or both): (a) violate or conflict with (i) any of the terms of the Buyer Certificate of Incorporation or bylaws of the Buyer or (ii) any Law or other legal requirement of any Governmental Authority applicable to the Buyer; (b) violate, breach, conflict with, constitute a default under or under, accelerate or permit the acceleration of the performance required by (x) any of the terms of the Articles of Incorporation or Code of Regulations of the Company or any resolution adopted by the directors of the Company or shareholders of the Company, or (y) any Contract to which the Buyer Company is a party or by which it or its assets are bound; , or (cz) any Law or other legal requirement of any Government Authority applicable to the Company; (ii) give any Person the right to declare a default or exercise any remedy or accelerate performance or maturity under any Contract or cancel, terminate or modify any Contract; (iii) give any Government Authority or other Person the right to challenge any of the transactions contemplated by this Agreement; (iv) give any Government Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any permit or license that is held by the Company or that otherwise is used in, necessary for or relates to the Company’s business or to any of the assets owned or used by the Company; or (v) result in the creation or imposition of any Encumbrance, possibility of Encumbrance, or restriction in favor of any Person upon the Shares or any of the properties or assets of the Company; except in each of (i)(y) and (ii) above where the violation, breach, conflict, default, acceleration, termination or modification would not be material to the Company. No Other than as set forth on Schedule 3.3, no notice to, filing with, or consent or approval of, any Person is necessary in connection with, and no “change of control” provision in any Contract or otherwise is, or will be, is triggered by, the authorization, approval, execution, delivery or performance by the Buyer Company of this Agreement and the other documents contemplated hereby or nor the consummation by the Buyer Company of the transactions contemplated hereby or thereby. The Company has given all notices, except for (v) made all filings and obtained all consents set forth on Schedule 3.3 or will have done so prior to the filing of a joint voluntary notice with CFIUS pursuant to FINSA, and written confirmation by CFIUS of the successful completion of the FINSA review process; (w) compliance with and filings under the NISPOM; (x) compliance with and filings under the ITAR; (y) the filing of a notification and report form by the Buyer under the HSR Act, if required, and any other applicable Antitrust Laws and the expiration or termination of the waiting period required thereunder; and (z) the actions to be taken in connection with the Proxy Solicitation and the Extension Proxy Solicitation. To the knowledge of the Buyer, no fact or condition exists with respect to Buyer’s organization, ownership or operation that would prohibit successful completion of the FINSA review process by CFIUS or the successful review process by the DSS under NISPOMClosing.