Common use of No Violations; Consents and Approvals Clause in Contracts

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub the Stockholder nor the consummation by them him or her of the transactions contemplated hereby nor compliance by them him or her with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, the Stockholder or any of the respective Stockholder's assets owned or used by each of them, may be subject, or (iiiB) require a Consent from any Person; except, in the case of clauses clause (ii) and (iiiA), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub the Stockholder does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (iA) for the pre-merger notification requirements of applicable Antitrust laws, laws and (iiB) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by each of Parent or Merger Sub nor and Purchaser does not, and the consummation by them each of Parent and Purchaser of the transactions contemplated hereby nor compliance by them Transactions will not: (i) conflict with any provisions of the provisions hereof will directly Parent or indirectly Purchaser Constituent Documents; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with or without notice or the matters set forth in Section 3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or both): (i) contraveneotherwise, conflict with in any violation, default or result in loss of a violation of (A) any provision of the Organizational Documents of Parent or Merger Subbenefit under, or (B) permit the acceleration or termination of any resolution adopted by the board of directors obligation under or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give require any Governmental Body or other Person the right to exercise any remedy or obtain any relief consent under, any Legal Requirement mortgage, indenture, lease, agreement or any orderother instrument, injunctionpermit, writ concession, grant, franchise or decree license to which Parent or Merger Sub, Purchaser is a party or by which Parent or Purchaser or any of the their respective assets owned or used by each of them, properties may be subject, bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Parent or any Parent Subsidiary or (iiiv) require a Consent cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Person; Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of Parent’s businesses or ownership of its assets and properties, except, in the case of clauses (ii) and ), (iii), for any such conflicts(iv) and (v), violations, breaches, defaults or other occurrences that would as do not prevent or impair the ability of constitute a Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectMaterial Adverse Effect. (iib) The No clearance, consent, approval, Order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by Parent or Purchaser in connection with the execution and or delivery of this Agreement by each of Parent and Merger Sub does notPurchaser or the consummation by each of Parent and Purchaser of the Transactions, except for: (i) compliance by Parent or Purchaser with the Foreign Competition Laws as set forth in Section 3.4(b)(i) of the Parent Disclosure Letter; (ii) the Regulatory Approvals set forth in Section 3.4(b)(ii) of the Parent Disclosure Letter; (iii) the filings with the SEC of (A) Offer Documents pursuant to Regulation 14D under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the performance of Securities Act as may be required in connection with this Agreement and the consummation of the transactions contemplated hereby will notTransactions; (iv) any registration, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, required pursuant to state securities or “blue sky” laws and (iiv) where any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure to obtain such Consents, or of which to make such filings or notifications, would obtain do not prevent or impair the ability of constitute a Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectMaterial Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither delivery of the execution, delivery or performance of this Agreement Subscriber Documents by Parent or Merger Sub the Subscriber nor the consummation by them the Subscriber of the transactions contemplated hereby nor compliance by them with and thereby will (i) violate any provision of the provisions hereof will directly certificate of incorporation or indirectly bylaws of the Subscriber, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any orderloan or credit agreement, injunctionnote, writ bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or decree other instrument or obligation to which Parent the Subscriber is a party or Merger Sub, or by which any of the respective its assets owned or used by each of them, may be subject, bound or (iii) require a Consent from violate any Personorder, writ, injunction, decree, statute, rule or regulation applicable to the Subscriber or any of its properties or assets; except, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, breaches or defaults or other occurrences that which would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Subscriber; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectSubscriber to perform its obligations hereunder. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any foreign, federal, state, local, municipal, county or other governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Subscriber or the consummation by the Subscriber of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for the pre-merger notification requirements of applicable Antitrust lawssuch consents, and (ii) where failure to obtain such Consentsapprovals, or to make such filings or orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Subscriber; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectSubscriber to perform its obligations hereunder.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub the Stockholder nor the consummation by them him or her of the transactions contemplated hereby nor compliance by them him or her with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Governmental Regulation or any order, injunction, writ or decree to which Parent or Merger Subthe Stockholder, or any of the respective assets owned or used by each of themStockholder’s assets, may be subject, or (iiiB) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses clause (ii) and (iiiA), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent the Buyer or Merger the Transitory Sub from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub the Stockholder does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental BodyEntity, except (iA) for the pre-merger notification requirements of applicable Antitrust lawsLaws, and (iiB) where failure to obtain such Consentsconsent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent the Buyer or Merger the Transitory Sub from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws, neither the execution, delivery or performance of this Agreement by Parent the Buyer or Merger the Transitory Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents charter, by-laws or other organizational document of Parent the Buyer or Merger the Transitory Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent the Buyer or Merger the Transitory Sub; ; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Governmental Regulation or any order, injunction, writ or decree to which Parent the Buyer or Merger the Transitory Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent the Buyer or Merger the Transitory Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent the Buyer or Merger the Transitory Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub such Stockholder nor the consummation by them it of the transactions contemplated hereby nor compliance by them it with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with with, or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Subsuch Stockholder, or (B) any resolution adopted by the board of directors or the stockholders of Parent such Stockholder or Merger Subany of its Subsidiaries; or (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent such Stockholder or Merger Subany of its Subsidiaries, or any of the respective assets owned or used by each such Stockholder or any of themits Subsidiaries, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub the such Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub such Stockholder does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust lawsLaws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub such Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery delivery, or performance of this Agreement hereof by the Parent or and Merger Sub nor the consummation by them the Parent and Merger Sub of the transactions contemplated hereby nor compliance by them Merger or any other Transactions will (i) violate any provision of any Parent Entity’s Organizational Documents, (ii) materially violate, materially conflict with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event that, with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time time, or both): (i, would constitute a material default) contraveneunder, conflict with or result in the termination of or a violation right of (A) any provision of the Organizational Documents of Parent or Merger Subtermination, cancellation, or (B) any resolution adopted by amendment under, accelerate the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict withperformance required by, or result in a violation ofthe creation of any Lien (other than Permitted Liens), upon any of the properties or assets of any Parent Entity under, or give result in an increase in the amount of any Governmental Body compensation or other Person the right to exercise any remedy or obtain any relief underbenefit payable pursuant to, any Legal Requirement of the terms, conditions, or provisions of any order, injunction, writ or decree material Contract to which any Parent Entity is a party or Merger Sub, by which any Parent Entity or any of the their respective assets owned or used by each of them, may be subjectproperties is bound, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults materially conflict with or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in materially violate any material respectLaw applicable to any Parent Entity, or otherwise prevent Parent or Merger Sub from exercising any of their respective rights under this Agreement in any material respectproperties or assets. (iib) The execution No Consent of, to, or with any other Person is required to be obtained, given, or made by any Parent Entity in connection with the execution, delivery, and delivery of this Agreement performance hereof by the Parent and Merger Sub does notor the consummation by the Parent and Merger Sub of the Merger or any other Transactions, except for (i) the filing with the SEC of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with the approval and adoption hereof and the Transactions, and the performance filing and declaration of this Agreement effectiveness of the registration statement on the F-4 in which the Proxy Statement will be included as a prospectus, (ii) any other filings required under U.S. federal and state securities or “Blue Sky” Laws, applicable non-U.S. Laws and the consummation rules of the transactions contemplated hereby will notASX, require any Consent of(iii) filing the Parent Shareholder Meeting Notice of Meeting with ASX, or filing with or notification to, any Governmental Body, except (iiv) for the pre-merger notification requirements adoption hereof and the approval of applicable Antitrust lawsthe Merger and relevant Transactions by the Parent Required Vote, and (iiv) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability filing of Parent or the Certificate of Merger Sub from consummating with the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectSecretary of State.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust lawsLaws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery delivery, or performance of this Agreement hereof by Parent or Merger Sub the Company nor the consummation by them the Company of the transactions contemplated hereby nor compliance by them with Merger or any other Transactions will (i) violate any provision of any Company Entity’s Organizational Documents, (ii) except as set forth in Section 4.4(a)(ii) of the provisions hereof will directly Company Disclosure Letter, materially violate, materially conflict with, result in a material breach of any provision of or indirectly the loss of any material benefit under, constitute a material default (or an event that, with or without notice or lapse of time time, or both): (i, would constitute a material default) contraveneunder, conflict with or result in the termination of or a violation right of (A) any provision of the Organizational Documents of Parent or Merger Subtermination, cancellation, or (B) any resolution adopted by amendment under, accelerate the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict withperformance required by, or result in a violation ofthe creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any Company Entity under, or give result in an increase in the amount of any Governmental Body compensation or other Person the right to exercise any remedy or obtain any relief underbenefit payable pursuant to, any Legal Requirement of the terms, conditions, or provisions of any order, injunction, writ or decree Contract to which Parent any Company Entity is a party or Merger Sub, by which any Company Entity or any of the their respective assets owned or used by each of them, may be subjectproperties is bound, or (iii) require materially conflict with or materially violate any material Law applicable to any Company Entity or any of their respective properties or assets. (b) No Consent of, to, or with any other Person is required to be obtained, given, or made by any Company Entity in connection with the execution, delivery, and performance hereof by the Company or the consummation by the Company of the Merger or any other Transactions, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with the approval and adoption hereof and the Transactions, and the filing and declaration of effectiveness of the registration statement on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a Consent from any Person; exceptprospectus, in the case of clauses (ii) any other filings required under U.S. Federal and (iii)State securities or “Blue Sky” Laws, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does notapplicable non-U.S. Laws, and the performance rules of this Agreement the Nasdaq Stock Exchange (“Nasdaq”), (iii) the adoption hereof and the consummation approval of the transactions contemplated hereby will notMerger by the Company Required Vote, require any Consent of, or (iv) the filing of the Certificate of Merger with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements Secretary of applicable Antitrust lawsState, and (iiv) where failure the Consents required pursuant to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability Contracts listed in Section 4.4(b)(v) of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectCompany Disclosure Letter.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, delivery of the Selling Stockholder Transaction Documents by the Selling Stockholder and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them the Selling Stockholder of the transactions contemplated hereby nor compliance by them with and thereby will not (i) violate any provision of the provisions hereof will directly certificate of incorporation or indirectly bylaws of the Selling Stockholder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any orderloan or credit agreement, injunctionnote, writ bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or decree other instrument or obligation to which Parent the Selling Stockholder is a party or Merger Sub, or by which any of the respective its assets owned or used by each of them, may be subject, bound or (iii) require a Consent from violate any Personorder, writ, injunction, decree, statute, rule or regulation applicable to the Selling Stockholder or any of its properties or assets; except, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, breaches or defaults or other occurrences that which would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectSelling Stockholder to perform its obligations hereunder. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any foreign, federal, state, local, municipal, county or other governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement the Selling Stockholder Transaction Documents by Parent and Merger Sub does not, and the performance of this Agreement and Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except (i) for the pre-merger notification requirements of applicable Antitrust lawssuch consents, and (ii) where failure to obtain such Consentsapprovals, or to make such filings or orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectSelling Stockholder to perform its obligations hereunder.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, delivery of the Transaction Documents and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this OAM Stock Purchase Agreement by Parent or Merger Sub nor the Issuer and the consummation by them the Issuer of the transactions contemplated hereby nor compliance by them with and thereby will not (i) violate any provision of the provisions hereof will directly certificate of incorporation or indirectly bylaws of the Issuer, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation, acceleration or other Person price adjustment except with respect to the right to exercise any remedy or obtain any relief Issuer's currently issued and outstanding Class "J" and Class "SV" warrants) under, any Legal Requirement of the terms, conditions or provisions of any ordermaterial note, injunctionbond, writ mortgage, indenture, guarantee, other evidence of indebtedness, warrant, option, license, lease, contract, agreement or decree other instrument or obligation to which Parent or Merger Sub, the Issuer or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from violate any Person; exceptorder, writ, injunction, decree, statute, rule or regulation applicable to the Issuer, any of its Subsidiaries or any of their properties or assets, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breachesbreaches or defaults which, defaults or other occurrences that in the aggregate, would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Issuer; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectIssuer to perform its obligations hereunder. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement the Transaction Documents by Parent and Merger Sub does not, and the performance of this Agreement and Issuer or the consummation by the Issuer of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except (i) for the pre-merger notification requirements of applicable Antitrust lawssuch consents, and (ii) where failure to obtain such Consentsapprovals, or to make such filings or orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Issuer; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectIssuer to perform its obligations hereunder.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement and the Purchaser Transaction Documents by Parent or Merger Sub nor the Purchaser and the consummation by them the Purchaser of the transactions contemplated hereby nor compliance by them with and thereby will not (i) violate any provision of the provisions hereof will directly certificate of incorporation or indirectly bylaws of the Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any ordermaterial note, injunctionbond, writ mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or decree other instrument or obligation to which Parent or Merger Sub, the Purchaser or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from violate any Person; exceptorder, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, any of its Subsidiaries or any of their properties or assets, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, breaches or defaults or other occurrences that which would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Purchaser; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPurchaser to perform its obligations hereunder. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement or the Purchaser Transaction Documents by Parent and Merger Sub does not, and the performance of this Agreement and Purchaser or the consummation by the Purchaser of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except (i) for the pre-merger notification requirements of applicable Antitrust lawssuch consents, and (ii) where failure to obtain such Consentsapprovals, or to make such filings or orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Purchaser; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPurchaser to perform its obligations hereunder.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor each of BGCP and Purchaser does not, and the consummation by them each of BGCP and Purchaser of the transactions contemplated hereby nor compliance by them Offer will not: (i) conflict with any provisions of the provisions hereof will directly BGCP or indirectly Purchaser Constituent Documents; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with or without notice or the matters set forth in Section 3.4(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or both): (i) contraveneotherwise, conflict with in any violation, default or result in loss of a violation of (A) any provision of the Organizational Documents of Parent or Merger Subbenefit under, or (B) permit the acceleration or termination of any resolution adopted by the board of directors obligation under or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give require any Governmental Body or other Person the right to exercise any remedy or obtain any relief consent under, any Legal Requirement mortgage, indenture, lease, agreement or any orderother instrument, injunctionpermit, writ concession, grant, franchise or decree license to which Parent BGCP or Merger Sub, Purchaser is a party or by which BGCP or Purchaser or any of the their respective assets owned or used by each of them, properties may be subject, bound; (iv) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of BGCP or any BGCP Subsidiary or (iiiv) require a Consent cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Person; Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of BGCP’s businesses or ownership of its assets and properties, except, in the case of clauses (ii) and ), (iii), for any such conflicts(iv) and (v), violations, breaches, defaults or other occurrences that would as do not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectconstitute a BGCP Material Adverse Effect. (iib) The No clearance, consent, approval, Order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by BGCP or Purchaser in connection with the execution and or delivery of this Agreement by Parent each of BGCP and Merger Sub does notPurchaser or the consummation by each of BGCP and Purchaser of the Transactions, except for: (i) the Regulatory Approvals set forth in Section 3.4(b) of the BGCP Disclosure Letter; (ii) the filings with the SEC of (A) Offer Documents pursuant to Regulation 14D under the Exchange Act and (B) such reports under and such other compliance with the Exchange Act and the performance of Securities Act as may be required in connection with this Agreement and the consummation of the transactions contemplated hereby will notTransactions; (iii) any registration, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, required pursuant to state securities or “blue sky” laws and (iiiv) where any such clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or permit, the failure to obtain such Consents, or of which to make such filings or notifications, would obtain do not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectconstitute a BGCP Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with Parent or the Purchaser with, any of the provisions hereof will directly (i) violate any provision of their respective articles or indirectly certificates of incorporation or by-laws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default, or give rise to any right of termination, cancellation or acceleration or any right which becomes effective upon the occurrence of a merger, under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture or other instrument of indebtedness for money borrowed to which Parent or the Purchaser is a party, or by which Parent or the Purchaser or any of their respective properties is bound, (iiii) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation breach of, or constitute (with or without due notice or lapse of time or both) a default, or give rise to any Governmental Body right of termination, cancellation or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement acceleration or any orderright which becomes effective upon the occurrence of a merger, injunctionunder any of the terms, writ conditions or decree provisions of any license, franchise, permit or agreement to which Parent or Merger Subthe Purchaser is a party, or by which Parent or the Purchaser or any of the their respective assets owned or used by each of them, may be subjectproperties is bound, or (iiiiv) require a Consent violate any statute, rule, regulation, order or decree of any public body or authority by which Parent or the Purchaser or any of its respective properties is bound, excluding from any Person; except, in the case of foregoing clauses (ii), (iii) and (iii), for any such conflicts, iv) violations, breaches, defaults or other occurrences that rights which, either individually or in the aggregate, would not prevent have a material adverse effect on Parent's or impair the Purchaser's ability of to perform their respective obligations pursuant to this Agreement or consummate the Offer and the Merger (a "Parent Material Adverse Effect") or for which Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectPurchaser has received or, prior to the consummation of the Offer, shall have received appropriate consents or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectwaivers. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required by Parent or the Purchaser in connection with the execution and delivery of this Agreement Agreement, or the consummation by Parent and Merger Sub does not, and or the performance of this Agreement and the consummation Purchaser of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for expiration of the pre-merger notification requirements of applicable Antitrust lawswaiting period under the HSR Act, and (ii) where failure to obtain such Consentsin connection, or to make in compliance, with the provisions of the Exchange Act, (iii) the filing of the Certificate of Merger with the Delaware Secretary of State, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or notifications, would not prevent required approval triggered by the Merger or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement and (v) such other consents, orders, authorizations, registrations, declarations and filings not obtained prior to the Effective Time the failure of which to be obtained or made would not, individually or in any material respectthe aggregate, have a Parent Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub the Stock Option Agreement nor the consummation by them of the transactions contemplated hereby or thereby nor compliance by them CSI with any of the provisions hereof will directly or indirectly thereof, except as set forth in Schedule 4.4, conflicts with, violates or results in any breach of or default or triggers any payment or obligations under (or an event which, with or without notice or the lapse of time would constitute a violation, breach or both): default under) (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents Articles of Parent Incorporation or Merger SubBylaws (or similar organizational documents) of CSI or any of its Subsidiaries, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contraveneany contract, conflict withagreement, instrument or understanding to which CSI or any Subsidiary is a party, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief underby which CSI, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, Subsidiary or any of the their respective assets owned or used by each of them, may be subjectproperties is bound, or (iii) require any law, judgment, decree, order, statute, rule or regulation of any jurisdiction or governmental authority (a Consent "Law") applicable to CSI, any of its Subsidiaries or any of their respective assets or properties, excluding from any Person; except, in the case of foregoing clauses (ii) and (iii), for any such ) conflicts, violationsviolations or breaches which, breachesindividually or in the aggregate, defaults or other occurrences that would not prevent have a CSI Material Adverse Effect or materially impair the CSI's ability of Parent or Merger Sub from consummating to consummate the transactions contemplated hereby in any material respect, or otherwise prevent Parent for which CSI has received appropriate consents or Merger Sub from exercising their respective rights under this Agreement in any material respectwaivers. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required by CSI in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and or the performance of this Stock Option Agreement and or the consummation by CSI of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodythereby, except (i) for in connection with the pre-merger notification applicable requirements of applicable Antitrust lawsthe HSR Act, and (ii) where in connection or in compliance, with the Securities Act and the Exchange Act, (iii) the filing of the Articles of Merger with the Secretary of State of the State of Florida, (iv) filing with, and approval of, the NASDAQ with respect to the delisting of CSI Shares, (v) such consents, approvals, orders, authorizations, registrations, declaration and filings as may be required under the corporation, takeover or blue sky laws of various states and (vi) as set forth in Schedule 4.4, such other consents, orders, authorizations, registrations, declarations and filings, the failure of which to obtain such Consentsbe obtained or made would, individually or in the aggregate, have a CSI Material Adverse Effect or materially impair CSI's ability to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating consummate the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecthereby.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required underset forth in Schedule 5.3(a), and other applicable requirements ofsubject to obtaining any PECO's Required Regulatory Approvals, applicable Antitrust laws, neither none of the execution, delivery or performance of this Agreement by Parent Agreement, the execution, delivery and performance of the Additional Agreements or Merger Sub nor the consummation by them PECO of the transactions contemplated hereby nor compliance by them with any of the provisions hereof and thereby will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation any breach of (A) any provision of the Organizational Documents certificate of Parent incorporation or Merger Subbylaws (or similar governing documents) of PECO, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, default (or give rise to any Governmental Body right of termination, cancellation or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or acceleration) under any of the respective assets owned terms, conditions or used by each provisions of themany note, may be subjectbond, mortgage, indenture, license, lease, agreement or other instrument or obligation to which PECO is a party, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or that would not, individually or in the aggregate, have a Material Adverse Effect; or (iii) require a Consent from constitute violations of any Person; exceptLaw, order, judgment or decree applicable to PECO, which violations, individually or in the case of clauses aggregate, would have a Material Adverse Effect. (b) Except for consents, approvals, filings and notices (i) required under the HSR Act, or (ii) set forth in Schedule 5.3(b) (the consents, approvals, filings and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby notices referred to in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. clause (ii) The of this sentence are collectively referred to herein as the "PECO Required Regulatory Approvals"), no consent, authorization or approval of, declaration, filing or registration with, or notice to, any Governmental Authority is necessary for the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance PECO of this Agreement and the Additional Agreements or the consummation by PECO of the transactions contemplated hereby will notand thereby, require any Consent of, or filing with or notification to, any Governmental Body, except other than (i) for such consents, authorizations, approvals, declarations, filings, registrations with, or notices, which, if not obtained or made, would not, individually or in the pre-merger notification requirements of applicable Antitrust lawsaggregate, have a Material Adverse Effect or prevent PECO from performing its material obligations under this Agreement or the Additional Agreements and (ii) where failure to obtain such Consentsconsents, authorizations, approvals, declarations, filings, registrations with, or notices which become applicable to make such filings PECO as a result of the specific regulatory status of Seller (or notifications, would not prevent any of its Affiliates) or impair as a result of any other facts that specifically relate to the ability business or activities in which Seller (or any of Parent its Affiliates) is or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectproposes to be engaged.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby by this Agreement nor compliance by them Parent and the Purchaser with any of the provisions hereof of this Agreement will directly (i) violate any provision of its charter or indirectly bylaws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief default under, any Legal Requirement of the terms, conditions or provisions of any orderlicense, injunctionfranchise, writ permit or decree agreement to which Parent or Merger Sub, the Purchaser is a party or by which Parent or the Purchaser or any of the respective assets owned or used by each of them, may be subjectits properties is bound, or (iii) require a Consent violate any statute, rule, regulation, order or decree of any public body or authority by which Parent or the Purchaser or any of its properties is bound, excluding from any Person; except, in the case of foregoing clauses (ii) and (iii), for any such conflicts, ) violations, breaches, defaults or other occurrences that rights that, either individually or in the aggregate, would not prevent have a material adverse effect on Parent's or impair the Purchaser's ability of Parent to perform its obligations pursuant to this Agreement or Merger Sub from consummating consummate the transactions contemplated hereby in any material respect, by this Agreement (a "Parent Material Adverse Effect") or otherwise prevent for which Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectthe Purchaser has received or on or before Closing will have received appropriate consents or waivers. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required by Parent or the Purchaser in connection with the execution and delivery of this Agreement Agreement, or the consummation by Parent and Merger Sub does not, and or the performance of this Agreement and the consummation Purchaser of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyby this Agreement, except (i) for expiration of the pre-merger notification requirements of applicable Antitrust laws, waiting period under the HSR Act and (ii) where any other consents, orders, authorizations, registrations, declarations and filings not obtained or made before Closing the failure of which to obtain such Consents, be obtained or to make such filings or notifications, made would not prevent or impair the ability of have a Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectMaterial Adverse Effect.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by Parent or Merger Sub OfficeMax nor the consummation by them it of the transactions contemplated hereby nor compliance by them it with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Applicable Law or any order, injunction, writ or decree to which Parent or Merger Sub, OfficeMax or any of the respective assets owned or used by each of themits assets, may be subject, ; or (iiiB) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub OfficeMax from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub OfficeMax from exercising their respective its rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub OfficeMax does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental BodyAuthority, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consentsconsent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub OfficeMax from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub OfficeMax from exercising their respective its rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required underset forth in Schedule 6.3(a), and other applicable requirements ofsubject to obtaining any PSEG Required Regulatory Approvals, applicable Antitrust laws, neither none of the execution, delivery or performance of this Agreement by Parent Agreement, the execution, delivery and performance of the Additional Agreements or Merger Sub nor the consummation by them PSEG of the transactions contemplated hereby nor compliance by them with any of the provisions hereof and thereby will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation any breach of (A) any provision of the Organizational Documents certificate of Parent formation or Merger Suboperating agreement (or similar governing documents) of PSEG, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, default (or give rise to any Governmental Body right of termination, cancellation or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or acceleration) under any of the respective assets owned terms, conditions or used by each provisions of themany note, may be subjectbond, mortgage, indenture, license, lease, agreement or other instrument or obligation to which PSEG is a party, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or that would not, individually or in the aggregate, have a Material Adverse Effect; or (iii) require a Consent from constitute violations of any Person; exceptLaw, order, judgment or decree applicable to PSEG, which violations, individually or in the case of clauses aggregate, would have a Material Adverse Effect. (b) Except for consents, approvals, filings and notices (i) required under the HSR Act, or (ii) set forth in Schedule 6.3(b) (the consents, approvals, filings and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby notices referred to in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. clause (ii) The of this sentence are collectively referred to herein as the "PSEG Required Regulatory Approvals"), no consent, authorization or approval of, declaration, filing or registration with, or notice to, any Governmental Authority is necessary for the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance PSEG of this Agreement and the Additional Agreements or the consummation by PSEG of the transactions contemplated hereby will notand thereby, require any Consent of, or filing with or notification to, any Governmental Body, except other than (i) for such consents, authorizations, approvals, declarations, filings, registrations with, or notices, which, if not obtained or made, would not, individually or in the pre-merger notification requirements of applicable Antitrust lawsaggregate, have a Material Adverse Effect or prevent PSEG from performing its material obligations under this Agreement or the Additional Agreements and (ii) where failure to obtain such Consentsconsents, authorizations, approvals, declarations, filings, registrations with, or notices which become applicable to make such filings PSEG as a result of the specific regulatory status of Seller (or notifications, would not prevent any of its Affiliates) or impair as a result of any other facts that specifically relate to the ability business or activities in which Seller (or any of Parent its Affiliates) is or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectproposes to be engaged.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsset forth in Schedule 3.03, neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub Seller nor the consummation by them Seller of the transactions contemplated hereby nor compliance by them will (i) conflict with or violate any provision of the Restated Certificate of Incorporation or Amended and Restated Bylaws of Seller, or the certificates of incorporation or bylaws or similar organizational documents of any of Seller's Subsidiaries, (ii) require any filing with, or permit, authorization, consent, or approval of, any court, arbitral tribunal, administrative agency, or commission or other governmental or other regulatory authority, agency, or official (a "Governmental Entity"), (iii) assuming the provisions hereof will directly accuracy of the representations and warranties of, and performance of the covenants by Purchaser as set forth herein, result in a violation or indirectly breach of, or constitute (with or without due notice or lapse of time or both): ) a default (ior give rise to any right of termination, amendment, cancellation, or acceleration), or require any consent under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement, or other instrument or obligation to which Seller or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound ("Seller Agreements") contravene, conflict with or result in a violation the imposition or creation of (A) any provision Lien on the assets of the Organizational Documents Seller or any of Parent or Merger Sub, its Subsidiaries or (Biv) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or violate any order, writ, injunction, writ decree, statute, rule, or decree regulation applicable to which Parent or Merger Sub, Seller or any of the respective assets owned its Subsidiaries or used by each any of them, may be subject, their properties or (iii) require a Consent from any Personassets; except, except in the case of clauses (ii) and ), (iii), for any such conflictsor (iv), violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (iiA) where the failure to obtain such Consentspermits, authorizations, consents, or approvals or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respecthave a Material Adverse Effect on Seller and its Subsidiaries, taken as a whole, or otherwise prevent Parent (B) for such violations, breaches, or Merger Sub from exercising their respective rights under this Agreement in any material respectdefaults which would not have a Material Adverse Effect on Seller and its Subsidiaries, taken as a whole.

No Violations; Consents and Approvals. (i1) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the The execution, delivery or and performance of each of this Agreement and the other Transaction Documents by Parent or Merger Sub nor each of the Seller and the Shareholder do not, and the consummation by them each of the Seller and the Shareholder of the transactions contemplated hereby nor compliance by them with and thereby will not, (i) violate any provision of the provisions hereof will directly certificate of incorporation or indirectly bylaws of the Seller or the Shareholder, (ii) except as set forth in section 5.4(a) of the Disclosure Letter, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (ior give rise to any right of termination, amendment, cancellation or acceleration) contravene, conflict with or result in a violation of (A) under any provision of the Organizational Documents terms, conditions or provisions of Parent any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, option, contract, undertaking, understanding, covenant, agreement or Merger Subother instrument or document (collectively, a "Contract") to which the Seller or the Shareholder is a party or by which any of the properties or assets of the Seller or the Shareholder may be bound or otherwise subject or (Biii) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or violate any order, writ, judgment, injunction, writ decree, law, statute, rule or decree regulation applicable to which Parent the Seller or Merger Subthe Shareholder or any of their respective properties or assets. (2) No filing or registration with, notification to, or authorization, consent or approval of, any foreign, provincial, United States federal, state, county, municipal or other local jurisdiction, political entity, body, organization, subdivision or branch, legislative or executive agency or department or other regulatory service, authority or agency (a "Governmental Entity") or any other individual or other entity (a "Person") is required in connection with the execution, delivery and performance of this Agreement or any of the respective assets owned other Transaction Documents to which the Seller or used by each of them, may be subject, the Shareholder is a party or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation by the Seller or the Shareholder of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except (i) for the pre-merger notification requirements of applicable Antitrust lawssuch consents, and (ii) where failure to obtain such Consentsapprovals, or to make such orders, authorizations, notifications, notices, estoppel certificates, registrations, ratifications, declarations, filings or notificationsany waiver, would not prevent exemption or impair variance with respect to any license, permit or order as are set forth in section 5.4(b) of the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectDisclosure Letter ("Consents").

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the Company does not and the consummation by them the Company and the Company Subsidiaries of the transactions contemplated hereby nor compliance by them Transactions will not: (i) assuming receipt of the Company Stockholder Approval, conflict with any provisions of the provisions hereof will directly Constituent Documents of the Company or indirectly any Company Subsidiary; (ii) assuming receipt of the Company Stockholder Approval, violate any Law or rules of any Self-Regulatory Organization (assuming compliance with or without notice or the matters set forth in Section 4.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or both): (i) contraveneotherwise, conflict with in any violation, default or result in loss of a violation of (A) any provision of the Organizational Documents of Parent or Merger Subbenefit under, or (B) permit the acceleration or termination of any resolution adopted by the board of directors obligation under or the stockholders of Parent require any consent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief notice under, any Legal Requirement or any order, injunction, writ or decree Contract to which Parent or Merger Sub, the Company or any of the respective Company Subsidiaries is a party; (iv) result in the creation or imposition of any Lien upon any properties or assets owned of the Company or used by each of them, may be subject, any Company Subsidiary; or (iiiv) require a Consent from cause the suspension or revocation of any Person; Company Permit, except, in the case of clauses (ii) and ), (iii), for any such conflicts(iv) and (v), violations, breaches, defaults or other occurrences that as would not prevent reasonably be expected to have, individually or impair in the ability aggregate, a Material Adverse Effect. The representations and warranties set forth in this Section 4.6(a) shall be made with respect to the Original Merger Agreement as of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under Original Execution Date and with respect to this Agreement in any material respectas of the Execution Date. (iib) The No clearance, consent, approval, Order, license or authorization of, or declaration, registration or filing with, or notice to, or Permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by the Company or any Company Subsidiary in connection with the execution and or delivery of this Agreement by Parent the Company or the consummation by the Company and the Company Subsidiaries of the Transactions, except for: (i) compliance by the Company with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), the required filings or notifications under any foreign antitrust merger control Laws set forth on Section 4.6(b) of the Company Disclosure Letter (the “Foreign Competition Laws”); (ii) the filing of the Certificate of Merger Sub does notwith the Secretary of State in accordance with the DGCL; (iii) (A) the filing with the U.S. Securities and Exchange Commission (the “SEC”) of the Joint Proxy Statement/Prospectus in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the performance declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the Parent Share Issuance in which the Joint Proxy Statement/Prospectus will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with, this Agreement and the Transactions; (iv) such consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with the Parent Share Issuance; (v) such filings with and approvals of the Nasdaq Global Market as are required to permit the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for Merger and the pre-merger notification requirements listing of applicable Antitrust laws, the shares of Parent Common Stock to be issued as Merger Consideration; and (iivi) where any such other clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or Permit, the failure to obtain such Consents, or of which to make such filings or notifications, obtain would not prevent reasonably be expected to have, individually or impair in the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectaggregate, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub NGC nor the consummation by them NGC of the transactions contemplated hereby nor compliance by them with will (i) violate any provision of the provisions hereof will directly respective certificates of incorporation or indirectly by-laws of NGC or, as of the Closing, the Company, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any ordernote, injunctionbond, writ mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or decree other instrument or obligation to which Parent NGC or, with respect to agreements entered into by or Merger Subon behalf of NGC ("New Agreements"), the Company is a party, or by which NGC or, pursuant to New Agreements, the Company or any of the their respective assets owned or used by each of them, may be subject, are bound or (iii) require a Consent from assuming that all consents, authorizations and approvals contemplated by Section 3.3(b) or Section 1.8 have been obtained and all filings contemplated thereby have been made, violate any Person; exceptorder, in the case writ, injunction, decree, statute, rule or regulation applicable to NGC, any of clauses its subsidiaries (ii) and excluding for purposes of this clause (iii), ) the Company and its subsidiaries) or any of their properties or assets; except for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, cancellations or other occurrences that accelerations which would not prevent materially impair or impair delay the ability consummation of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does notNGC or the consummation by NGC of the transactions contemplated hereby, except (i) applicable requirements under Competition Laws (as hereinafter defined), (ii) applicable requirements under the Securities Exchange Act of 1934, as amended and the performance regulations thereunder (the "Exchange Act") and (iii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of this Agreement and which to be obtained or made would not materially impair or delay the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the The execution, delivery or performance of this Agreement by Parent or Merger Sub nor Seller does not, and the consummation by them Seller of the transactions contemplated hereby nor compliance by them with will not, (i) violate any provision of the provisions hereof will directly Certificate of Incorporation or indirectly Bylaws of Seller, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or other instrument to which Seller, the Company or any order, injunction, writ Company Subsidiary is a party or decree to by which Parent or Merger Sub, any of them or any of the respective their properties or assets owned or used by each of them, may be subject, bound or otherwise subject or (iii) require a Consent from violate any Person; exceptorder, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Seller, the Company or any Company Subsidiary or any of their respective properties or assets, except in the case of clauses (ii) and or (iii), ) for any such conflicts, violations, breaches, breaches or defaults that become applicable as a result of the business or other occurrences that would not prevent activities in which Purchaser or impair the ability its Affiliates is or proposes to be engaged or as a result of Parent any acts or Merger Sub from consummating the transactions contemplated hereby in any material respectomissions by, or otherwise prevent Parent the status of any facts pertaining to, Purchaser or Merger Sub from exercising their respective rights under this Agreement in any material respectits Affiliates. (iib) The execution No filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (each a "Governmental Entity") is required in connection with the execution, delivery and delivery performance of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Seller or the consummation by Seller of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for filings with the pre-merger notification requirements of applicable Antitrust laws, FTC and (ii) where failure with the DOJ pursuant to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectHSR Act.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsset forth on the Parent Disclosure Letter, neither the execution, delivery or and performance of this Agreement by Parent or Merger Sub and Purchaser nor the consummation by them Parent and Purchaser of the Merger or any other transactions contemplated hereby nor compliance by them with will (i) violate any provision of the certificate of incorporation or the bylaws of Parent or Purchaser, or the certificate of incorporation, bylaws or similar governing documents of any of Parent’s or Purchaser’s respective Subsidiaries, (ii) violate, conflict with, result in a breach of any provision of or the provisions hereof will directly loss of any benefit under, constitute a default (or indirectly (an event which, with or without notice or lapse of time time, or both): (i, would constitute a default) contraveneunder, conflict with or result in the termination of or a violation right of (A) any provision of termination, cancellation or amendment under, accelerate the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict withperformance required by, or result in a violation ofthe creation of any Lien upon any of the respective properties or assets of Parent or Purchaser or any of their respective Subsidiaries under, or give result in the acceleration or trigger of any Governmental Body payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other Person the right to exercise any remedy legally binding instrument or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree obligation to which Parent or Merger Sub, Purchaser or any of the their respective Subsidiaries is a party or by which any of them or any of their respective assets owned or used by each of them, properties may be subjectbound, or (iii) require a Consent from conflict with or violate any PersonLaws applicable to Parent or Purchaser, any of their respective Subsidiaries or any of their respective properties or assets; except, except in the case of clauses clause (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that Liens which individually or in the aggregate have not had, and would not prevent be reasonably likely to have or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectresult in, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect on Parent. (iib) The execution No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any Governmental Entity or any other Person is required in connection with the execution, delivery and delivery performance of this Agreement by Parent and Purchaser or the consummation by Parent and Purchaser of the Merger Sub does notor any other transactions contemplated hereby, except for (i) the filing with the SEC of the Proxy Statement in definitive form relating to the meetings of the Company’s and the performance of Parent’s stockholders to be held in connection with this Agreement and the consummation transactions contemplated hereby, and the filing and declaration of effectiveness of the transactions contemplated hereby S-4 in which the Proxy Statement will notbe included as a prospectus, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain the adoption of the Parent Proposal by the Required Parent Vote, (iii) such Consentsfilings, authorizations or to make approvals as may be required under (A) the HSR Act or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State and (v) such filings or consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the transfer of interests in or change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or made, individually or in the aggregate, has not had, and would not prevent be reasonably likely to have or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectresult in, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect on Parent.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the The execution, delivery or performance of this Agreement by Parent or Merger Sub nor Purchaser does not, and the consummation by them Purchaser of the transactions contemplated hereby nor compliance by them with will not, (i) violate any provision of the provisions hereof will directly Certificate of Incorporation or indirectly Bylaws of Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or other instrument to which Purchaser is a party or by which Purchaser or any of its properties or assets may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, writ decree, law, statute, rule or decree regulation applicable to which Parent or Merger SubPurchaser, or any of the respective assets owned its properties or used by each of themassets, may be subject, or (iii) require a Consent from any Person; except, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, breaches or defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecthave a Purchaser Material Adverse Effect. (iib) The execution No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution, delivery and delivery performance of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Purchaser or the consummation by Purchaser of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except for (i) for filings with the pre-merger notification requirements of applicable Antitrust laws, FTC and with the DOJ pursuant to the HSR Act and (ii) where failure to obtain such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecthave a Purchaser Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filingsas set forth on Disclosure Schedule Section 3.06(a), permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither none of the execution, delivery or performance by any Seller of this each Transaction Agreement by Parent to which it is or Merger Sub nor will be a party or the consummation by them any Seller of the transactions contemplated hereby nor compliance by them with any of Transactions (i) will conflict with, or result in a violation or breach of, its charter or bylaws or (ii) subject to the provisions hereof matters referred to in clause 3.06(b) (i) and (ii) below, will directly conflict with, or indirectly result in a violation or breach of, or constitute a default (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Subunder, or (B) give rise to any resolution adopted by the board right of directors termination, amendment, cancellation or the stockholders acceleration of Parent or Merger Sub; (ii) contravene, conflict withany obligation under, or result in the creation of a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or Lien upon any of the respective properties or assets owned of, any Seller under, (1) any of the terms, conditions or used provisions of any Contract or of any Permit to which such Seller is a party or by each which any of them, their properties or assets may be subject, bound or (iii2) require a Consent from any Person; judgment, order, decree, statute, law, regulation or rule applicable to such Seller, except, in the case of clauses this clause (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, rights or other occurrences Liens that would not prevent not, individually or in the aggregate, (x) have a Material Adverse Effect on the Acquired Business, (y) materially impair the ability of Parent such Seller to perform its material obligations under the Transaction Agreements or Merger Sub from consummating the transactions contemplated hereby in any material respect, (z) prevent or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and materially delay the consummation of the transactions contemplated hereby will notTransactions. (b) No consent, require any Consent ofapproval, order, authorization of or registration, declaration or filing with or notification to, any Governmental BodyEntity or any other Person is required with respect to any Seller in connection with the execution, delivery or performance by any Seller of each Transaction Agreement to which it is or will be a party or the consummation by any Seller of the Transactions, except for (i) for the pre-merger notification requirements assignment and novation of applicable Antitrust laws, Government Contracts and (ii) where failure to obtain such Consentsthe other consents, or to make such approvals, orders, authorizations, registrations, declarations and filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectlisted on Disclosure Schedule Section 3.06(b).

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does notPurchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby will (i) violate any provision of the respective certificate of incorporation or by-laws of Parent or Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that all consents, authorizations and the performance approvals contemplated by Section 5.3(b) have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of this Agreement and its Subsidiaries or any of their properties or assets; except for such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which would not materially impair or delay the consummation of the transactions contemplated hereby will notby this Agreement. (b) No filing or registration with, require any Consent of, or filing with or notification to, or authorization, consent or approval of, any Governmental BodyEntity is required in connection with the execution and delivery of this Agreement by Parent and Purchaser or the consummation by Parent and Purchaser of the transactions contemplated hereby, except (i) for the pre-merger notification applicable requirements of applicable Antitrust lawsunder Competition Laws, and (ii) where failure applicable requirements under the Exchange Act, (iii) the filing of the Certificate of Merger with the Secretary of State, (iv) applicable requirements under state securities or "blue sky" laws of various states or non-United States change-in-control laws or regulations, (v) applicable requirements pursuant to obtain ss. 203 of the FPA and (vi) such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent materially impair or impair delay the ability consummation of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by Parent the Investors or Merger Sub the Investor Representative nor the consummation by them the Investors or the Investor Representative of the transactions contemplated hereby nor compliance by them the Investors or the Investor Representative with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Applicable Law or any order, injunction, writ or decree to which Parent or Merger Subthe Investors, or any of the respective assets owned Investors’ assets, or used by each the Investor Representative, or any of themthe Investor Representative’s assets, may be subject, or (iiiB) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses clause (ii) and (iiiA), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent the Investors or Merger Sub the Investor Representative from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent Office Depot or Merger Sub OfficeMax from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent each of the Investors and Merger Sub the Investor Representative does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental BodyAuthority, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consentsconsent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of Parent the Investors or Merger Sub the Investor Representative from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent Office Depot or Merger Sub OfficeMax from exercising their respective rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby by this Agreement nor compliance by them any Seller with any of the provisions hereof of this Agreement will directly (i) violate any provision of any Seller's charter or indirectly bylaws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief default under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned terms, conditions or used by each provisions of themany license, may be subjectfranchise, permit or agreement, or (iii) require a Consent violate any statute, rule, regulation, order or decree of any public body or authority by which any Seller or any of the Purchased Assets are bound, excluding from any Person; except, in the case of foregoing clauses (ii) and (iii), for ) any such conflicts, violations, breaches, defaults or other occurrences rights that either would not prevent have a Seller Material Adverse Effect or materially impair the any Seller's ability of Parent or Merger Sub from consummating to consummate the transactions contemplated hereby in by this Agreement or for which any material respectSeller has received, or otherwise prevent Parent on or Merger Sub from exercising their respective rights under this Agreement in any material respectbefore Closing will have received, appropriate consents or waivers. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does notSellers, and the performance of this Agreement and or the consummation by Sellers of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyby this Agreement, except (i) for expiration of the prewaiting period under the Xxxx-merger notification requirements Xxxxx-Xxxxxx Antitrust Improvements Act of applicable Antitrust laws1976, and as amended (the "HSR Act"), (ii) where failure any filings and consents that may be required under any environmental law pertaining to obtain such Consentsany notification, disclosure or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating required approval triggered by the transactions contemplated hereby by this Agreement, (iii) any filings, consents or approvals as may be required under the laws of any foreign country in any material respectwhich Sellers, or otherwise prevent Parent any of them, conduct business or Merger Sub from exercising their respective rights under this Agreement in own any material respectproperty or assets and (iv) any other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings not obtained or made before the Closing the failure of which to be obtained or made would not have a Seller Material Adverse Effect.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (iia) The execution and delivery of this Agreement by Parent and Merger Sub such Signing Stockholder does not, and the performance consummation by such Signing Stockholder of the Transactions will not: (i) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 4.2(b) (Consents and Approvals)); (ii) result, after the giving of notice, with lapse of time, or otherwise, in any violation, default or loss of a benefit under, or permit the acceleration or termination of any obligation under or require any consent under, any mortgage, indenture, lease, agreement or other instrument, permit, concession, grant, franchise or license to which such Signing Stockholder is a party or by which such Signing Stockholder or any of its assets or properties may be bound; (iii) result in the creation or imposition of any Lien upon any properties or assets of such Signing Stockholder or (iv) cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful ownership of such Signing Stockholder’s assets and properties, except in each case as would not reasonably be expected to prevent or materially impair or delay the ability of such Signing Stockholder to perform its obligations under this Agreement or to consummate the Transactions. (b) No clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by such Signing Stockholder in connection with the execution or delivery of this Agreement and by such Signing Stockholder or the consummation by such Signing Stockholder of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectTransactions.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by Parent or Merger Sub Office Depot nor the consummation by them it of the transactions contemplated hereby nor compliance by them it with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Authority or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Applicable Law or any order, injunction, writ or decree to which Parent or Merger Sub, Office Depot or any of the respective assets owned or used by each of themits assets, may be subject, ; or (iiiB) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub Office Depot from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub Office Depot from exercising their respective its rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub Office Depot does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental BodyAuthority, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consentsconsent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub Office Depot from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub Office Depot from exercising their respective its rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsset forth in Schedule 3.4(a) of the Disclosure Schedule, neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub the Company nor the consummation by them the Company of the transactions contemplated hereby nor compliance will (i) assuming stockholder approval as contemplated by them with Section 6.7 hereof has been obtained, violate any provision of the provisions hereof will directly Amended and Restated Certificate of Incorporation or indirectly By-Laws of the Company or the equivalent organizational documents of its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or acceleration) under, the provisions of any note, mortgage, indenture, guarantee, lease, license, contract, agreement or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree instrument to which Parent or Merger Sub, the Company or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from assuming that all consents, authorizations and approvals contemplated by Section 3.4(b) have been obtained and all filings contemplated thereby have been made, violate any Personorder, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their assets; exceptin each case, in the case of clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, cancellations or other occurrences that accelerations which (x) would not prevent the Merger, (y) would not result in a Material Adverse Effect or impair (z) result from the ability regulatory status of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPurchaser. (iib) The Except as disclosed in Schedule 3.4(b) of the Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any U.S., state, local or foreign court, legislative, executive or regulatory authority or agency (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Company or the consummation by the Company of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for applicable requirements under Competition Laws (as defined in Section 6.5(b)), (ii) applicable requirements under the preSecurities Exchange Act of 1934, as amended and the regulations thereunder (the "Exchange Act"), (iii) the filing of the Certificate of Merger with the Secretary of State, (iv) applicable requirements under state securities or "blue sky" laws of various states or non-merger notification requirements of applicable Antitrust lawsUnited States change-in-control or investment laws or regulations, and (iiv) where failure to obtain such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings (x) the failure of which to be obtained or made would not prevent the Merger or impair result in a Material Adverse Effect or (y) required as a result of the ability regulatory status of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPurchaser.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent nor the consummation by Parent and Merger Sub does notPurchaser of the transactions contemplated hereby will (i) violate any provision of the respective certificates of incorporation or by-laws of Parent or Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that all consents, authorizations and the performance approvals contemplated by Section 5.3(b) have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of this Agreement and its Subsidiaries or any of their properties or assets; except for such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which would not materially impair or delay the consummation of the transactions contemplated hereby will notby this Agreement. (b) No filing or registration with, require any Consent of, or filing with or notification to, or authorization, consent or approval of, any Governmental BodyEntity is required in connection with the execution and delivery of this Agreement by Parent or the consummation by Parent and Purchaser of the transactions contemplated hereby, except (i) for the pre-merger notification applicable requirements of applicable Antitrust lawsunder Competition Laws, and (ii) where failure to obtain applicable requirements under the Exchange Act and (iii) such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent materially impair or impair delay the ability consummation of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or and performance of this Agreement by Parent or Merger Sub Sub, nor the consummation by them Parent or Merger Sub of the Merger or any other transactions contemplated hereby nor compliance by them with will (i) violate any provision of the certificate of incorporation, certificate of formation, articles of association, limited liability company agreement or the bylaws of Parent or Merger Sub, as applicable, or the certificate of incorporation, articles of association, bylaws or similar governing documents, as applicable, of any of Parent’s Subsidiaries, (ii) except for the provisions hereof will directly Parent Credit Agreement (which exception shall no longer be applicable on or indirectly prior to Closing), violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time time, or both): (i, would constitute a default) contraveneunder, conflict with result in the termination of or a right of termination, cancellation, modification or amendment under, accelerate the performance required by, or result in a violation the creation of (A) any provision Lien upon any of the Organizational Documents respective properties or assets of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contraveneParent’s other Subsidiaries, conflict withunder, or result in a violation ofthe acceleration or trigger of any payment, time of payment, vesting or give increase in the amount of any Governmental Body compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, collective bargaining agreement, agreement or other Person the right to exercise any remedy instrument or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree obligation to which Parent or Merger Sub, or any of the Parent’s other Subsidiaries, is a party or by which any of them or any of their respective assets owned or used by each of them, properties may be subjectbound, or (iii) require a Consent from assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.4(b) are duly and timely obtained or made and the Parent Required Vote and the adoption of this Agreement and the transactions contemplated hereby by Parent as the sole member of Merger Sub, conflict with or violate any PersonLaws applicable to Parent or Merger Sub, or any of Parent’s other Subsidiaries, or any of their respective properties or assets; except, except in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or other occurrences that Liens which individually or in the aggregate have not had, and would not prevent be reasonably likely to have or impair the ability of result in, a Material Adverse Effect on Parent or Merger Sub from consummating the transactions contemplated hereby in any Sub. (b) No material respectfiling or registration with, declaration or notification to, or otherwise prevent order, authorization, consent or approval of, any Governmental Entity or any other Person is required to be obtained or made by Parent or Merger Sub from exercising their respective rights under this Agreement Sub, or any of Parent’s other Subsidiaries, in any material respect. (ii) The execution connection with the execution, delivery and delivery performance of this Agreement by Parent and or Merger Sub does notSub, and the performance of this Agreement and or the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of by Parent or Merger Sub from consummating of the Merger or any other transactions contemplated hereby in hereby, except for (i) compliance with any material respectapplicable requirements of the Exchange Act, (ii) compliance with any applicable requirements of the Securities Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the approval of the Parent Proposal by the Parent Required Vote, (v) such filings, authorizations or approvals, or otherwise prevent Parent expiration or termination of applicable waiting periods, as may be required under the HSR Act, (vi) the filing of the Certificate of Merger Sub from exercising their respective rights with the Delaware Secretary of State and the Articles of Merger with the Nevada Secretary of State, (vii) compliance with any applicable requirements under stock exchange rules, (viii) consents or approvals of any Governmental Entity, which are normally obtained after the consummation of this Agreement type of transaction, and (ix) any such filing, registration, declaration, notification, order, authorization, consent or approval that the failure to obtain or make individually or in any material respectthe aggregate would not be reasonably likely to have or result in a Material Adverse Effect on Parent.

No Violations; Consents and Approvals. (a) The execution and delivery of this Agreement or, in the case of Parent, the CVR Agreement by each of Parent and Merger Sub does not and the consummation by each of Parent and Merger Sub of the Transactions will not: (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither assuming the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them receipt of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contraveneParent Stockholder Approval, conflict with or result in a violation of (A) any provision provisions of the Organizational Constituent Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contraveneviolate any Law or rules of any Self-Regulatory Organization (assuming the receipt of the Parent Stockholder Approval and compliance with the matters set forth in Section 5.6(b) (Consents and Approvals)); (iii) result, conflict withafter the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or result in a violation of, permit the acceleration or give termination of any Governmental Body obligation under or other Person the right to exercise require any remedy consent or obtain any relief notice under, any Legal Requirement or any order, injunction, writ or decree Contract to which Parent or Merger Sub, Sub is a party; (iv) result in the creation or imposition of any Lien upon any properties or assets of Parent or any of the respective assets owned or used by each of them, may be subject, Parent Subsidiary; or (iiiv) require a Consent from cause the suspension or revocation of any Person; Parent Permit, except, in the case of clauses (ii) and ), (iii), for any such conflicts(iv) and (v), violations, breaches, defaults or other occurrences that as would not prevent reasonably be expected to have, individually or impair in the ability aggregate, a Parent Material Adverse Effect. The representations and warranties set forth in this Section 5.6(a) shall be made with respect to the Original Merger Agreement as of the Original Execution Date and with respect to this Agreement as of the Execution Date. (b) No clearance, consent, approval, Order, license or authorization of, or declaration, registration or filing with, or notice to, or Permit issued by any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by Parent or Merger Sub from consummating in connection with the transactions contemplated hereby in any material respect, execution or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by each of Parent and Merger Sub does notor the consummation by each of Parent and Merger Sub of the Transactions, except for: (i) compliance by Parent with the HSR Act and the Foreign Competition Laws; (ii) the filing of the Certificate of Merger with the Secretary of State in accordance with the DGCL; (iii) (A) the filing with the SEC of the Joint Proxy Statement/Prospectus in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the performance declaration of effectiveness under the Securities Act, of the Form S-4 and (C) the filing with the SEC of such reports under and such other compliance with the Exchange Act and the Securities Act as may be required in connection with this Agreement and the Transactions; (iv) such consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with the Parent Share Issuance; (v) such filings with and approvals of the Nasdaq Global Market as are required to permit the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for Merger and the pre-merger notification requirements listing of applicable Antitrust laws, the shares of Parent Common Stock to be issued as Merger Consideration; and (iivi) where any such other clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or Permit, the failure to obtain such Consents, or of which to make such filings or notifications, obtain would not prevent reasonably be expected to have, individually or impair in the ability of aggregate, a Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectMaterial Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsset forth in Schedule 3.4(a) of the Disclosure Schedule, neither the execution, execution and delivery or performance of this Agreement by Parent or Merger Sub the Company nor the consummation by them the Company of the transactions contemplated hereby nor compliance will (i) assuming stockholder approval as contemplated by them with Section 6.7 hereof has been obtained, violate any provision of the provisions hereof will directly Amended and Restated Certificate of Incorporation or indirectly By-Laws of the Company or the equivalent organizational documents of its Subsidiaries, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or acceleration) under, the provisions of any note, mortgage, indenture, guarantee, lease, license, contract, agreement or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree instrument to which Parent or Merger Sub, the Company or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from assuming that all consents, authorizations and approvals contemplated by Section 3.4(b) have been obtained and all filings contemplated thereby have been made, violate any Personorder, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their assets; exceptin each case, in the case of clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, cancellations or other occurrences that accelerations which (x) would not prevent the Merger, (y) would not result in a Material Adverse Effect or impair (z) result from the ability regulatory status of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPurchaser. (iib) The Except as disclosed in Schedule 3.4(b) of the Disclosure Schedule, no filing or registration with, notification to, or authorization, consent or approval of, any U.S., state, local or foreign court, legislative, executive or regulatory authority or agency (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Company or the consummation by the Company of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for applicable requirements under Competition Laws (as defined in Section 6.5(b)), (ii) applicable requirements under the preSecurities Exchange Act of 1934, as amended and the regulations thereunder (the "Exchange Act"), (iii) the filing of the Certificate of Merger with the Secretary of State, (iv) applicable requirements under state securities or "blue sky" laws of various states or non- United States change-merger notification requirements of applicable Antitrust lawsin-control or investment laws or regulations, and (iiv) where failure to obtain such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings (x) the failure of which to be obtained or made would not prevent the Merger or impair result in a Material Adverse Effect or (y) required as a result of the ability regulatory status of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPurchaser.

No Violations; Consents and Approvals. (a) Neither the execution, delivery or performance of this Agreement or the Stock Option Agreement by 51 55 Parent and the Purchaser nor the consummation by Parent and the Purchaser of the transactions contemplated hereby or thereby nor compliance by Parent and the Purchaser with any of the provisions hereof or thereof will (i) Except for conflict with or result in any breach of any provision of the respective certificate of incorporation or by-laws of Parent and the Purchaser, (ii) subject to obtaining the Company Required Approvals, require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or result in the creation of any Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, franchise, concession, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound or (iv) violate any order, writ, injunction, decree, statute, law, rule, regulation, ordinance, permit or license applicable to Parent, any of its Subsidiaries or any of their properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults, Liens and failures to obtain filings, permits, authorizations, Consents consents and approvals, which would not, individually or in the aggregate, have a Parent Material Adverse Effect. (b) No declaration, filing, permit, consent, registration or notice to or authorization or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement or the Stock Option Agreement by Parent and the Purchaser, the consummation by them of the transactions contemplated hereby or thereby or compliance by them with any of the provisions hereof or thereof, except for declarations, filings, permits, consents, registrations, notices, authorizations and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsthe Exchange Act, neither the executionHSR Act, delivery foreign antitrust or performance of this Agreement by Parent completion laws or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly regulations, state securities or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, blue sky laws and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectDGCL.

No Violations; Consents and Approvals. (ia) Except for filingsas set forth in Section 4.4(a) of the Seller Disclosure Letter, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or and performance of this Agreement by Parent or Merger Sub nor Seller do not, and the consummation by them Seller of the transactions contemplated hereby nor compliance by them with will not, (i) violate any provision of the provisions hereof will directly Certificate of Incorporation or indirectly Bylaws of Seller, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any ordermaterial note, injunctionbond, writ mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or decree other instrument to which Parent or Merger Subthe Company, Seller or any of the respective its Subsidiaries is a party or by which any of them or any of their properties or assets owned or used by each of them, may be subject, bound or otherwise subject or (iii) require a Consent from violate any Personorder, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Company, Seller or any of its Subsidiaries or any of their properties or assets; except, except in the case of clauses (ii) and or (iii), ) for any such conflicts, violations, breaches, breaches or defaults or other occurrences that which (A) would not prevent have a Company Material Adverse Effect, (B) would not materially impair, hinder or impair adversely affect the ability of Parent Seller to perform any of its obligations under or Merger Sub from consummating as contemplated by this Agreement or to consummate the transactions contemplated hereby or (C) become applicable as a result of the business or activities in which Purchaser is or proposes to be engaged or as a result of any material respectacts or omissions by, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in the status of any material respectfacts pertaining to, Purchaser. (iib) The execution Except as set forth in Section 4.4(b) of the Seller Disclosure Letter, no filing or registration with, notification to, or authorization, consent or approval of, any court, legislative, executive or regulatory authority or agency (a "Governmental Entity") or any other Person is required in connection with the execution, delivery and delivery performance of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Seller or the consummation by Seller of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except for (i) for filings with the pre-merger notification requirements of applicable Antitrust lawsFTC and with the DOJ pursuant to the HSR Act, and (ii) where failure to obtain such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent have a Company Material Adverse Effect, and do not materially impair, hinder or impair adversely affect the ability of Parent Seller to perform any of its obligations under or Merger Sub from consummating as contemplated by this Agreement or to consummate the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecthereby.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by Parent or Merger Sub the Purchaser nor the consummation by them the Purchaser of the transactions contemplated hereby nor compliance by them with and thereby will (i) violate any provision of the provisions hereof will directly certificate of incorporation or indirectly bylaws of the Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any ordermaterial note, injunctionbond, writ mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or decree other instrument or obligation to which Parent or Merger Sub, the Purchaser or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from violate any Person; exceptorder, writ, injunction, decree, statute, rule or regulation applicable to the Purchaser, any of its Subsidiaries or any of their properties or assets, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, breaches or defaults or other occurrences that which would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Purchaser; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPurchaser to perform its obligations hereunder. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does notAgreement, and the performance of this Registration Rights Agreement and the Registration Rights Transfer Agreement by the Purchaser or the consummation by the Purchaser of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except (i) for the pre-merger notification applicable requirements of applicable Antitrust laws, and under Competition Laws and; (ii) where failure the filing of a Certificate of Designation for the Preferred Stock with the Secretary of State of the State of Delaware pursuant to obtain the Delaware General Corporation Law; and (iii) such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent reasonably be likely to (x) have a Material Adverse Effect on the Purchaser; or (y) impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPurchaser to perform its obligations hereunder.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required underset forth in Schedule 4.3(a), and other applicable requirements ofsubject to obtaining any Seller's Required Regulatory Approvals, applicable Antitrust laws, neither none of the execution, delivery or and performance of this Agreement by Parent Agreement, the execution, delivery and performance of the Additional Agreements, or Merger Sub nor the consummation by them Seller of the transactions contemplated hereby nor compliance by them with any of the provisions hereof and thereby will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation any breach of (A) any provision of the Organizational Documents Certificate or Articles of Parent Incorporation or Merger Sub, or (B) any resolution adopted by the board Bylaws of directors or the stockholders of Parent or Merger SubSeller; (ii) contravene, conflict with, or result in a violation of, default (or give rise to any Governmental Body right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, agreement or other Person the right to exercise any remedy instrument or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree obligation to which Parent Seller is a party or Merger Subby which it, or any of the respective assets owned or used by each of themPurchased Assets, may be subjectbound (other than the Seller's Agreements referred to in clause (ii) of the definition thereof), except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or that would not, individually or in the aggregate, have a Material Adverse Effect; or (iii) require a Consent from constitute violations of any Person; exceptLaw, order, judgment or decree applicable to Seller or any of its assets, including the Purchased Assets, which violations, individually or in the case of clauses aggregate, would have a Material Adverse Effect. (b) Except for consents, approvals, filings and notices (i) required under the HSR Act, or (ii) set forth in Schedule 4.3(b) (the consents, approvals, filings and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby notices referred to in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. clause (ii) The of this sentence are collectively referred to herein as the "Seller's Required Regulatory Approvals"), no consent, authorization or approval of, declaration, filing or registration with, or notice to, any Governmental Authority is necessary for the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance Seller of this Agreement and the Additional Agreements or the consummation by Seller of the transactions contemplated hereby will notor thereby, require any Consent of, or filing with or notification to, any Governmental Body, except other than (i) for such consents, authorizations, approvals, declarations, filings, registrations with and notices which, if not obtained or made, would not, individually or in the pre-merger notification requirements of applicable Antitrust lawsaggregate, have a Material Adverse Effect, or prevent Seller from performing its material obligations under this Agreement or the Additional Agreements; and (ii) where failure such consents, authorizations, approvals, declarations, filings, registrations with or notices which become applicable to obtain such Consents, Seller or to make such filings the Purchased Assets as a result of the status of PECO or notifications, would not prevent PSEG (or impair the ability any of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement Affiliates) or as a result of any other facts that specifically relate to the business or activities in which PECO or PSEG (or any material respectof their respective Affiliates) is or proposes to be engaged.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the Purchaser does not and the consummation by them the Purchaser of the transactions contemplated hereby nor compliance by them with any of the provisions hereof Transactions will directly or indirectly (with or without notice or lapse of time or both): not (i) contravene, conflict with or result in a violation of (A) any provision provisions of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger SubPurchaser; (ii) contraveneviolate any Applicable Law or rules of any Self-Regulatory Organization (assuming satisfaction of the Regulatory Approval Condition and compliance with the matters set forth in Section 5.3(b)); (iii) result, conflict withafter the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or result in a violation of, permit the acceleration or give termination of any Governmental Body obligation under or other Person the right to exercise require any remedy consent or obtain any relief notice under, any Legal Requirement or any order, injunction, writ or decree contract to which Parent the Purchaser is a party; or Merger Sub, (iv) result in the creation or imposition of any Lien upon any properties or assets of the respective assets owned or used by each of themPurchaser, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults or other occurrences that as would not prevent adversely affect or impair delay the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement Purchaser to consummate the Transactions in any material respect. (iib) The No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or Self-Regulatory Organization is required to be made or obtained by the Purchaser in connection with the execution and delivery of this Agreement by Parent and Merger Sub does notthe Company or the consummation by the Purchaser of the Transactions, and except for (i) such actions, consents, approvals, registrations or filings as may be required to satisfy the performance Regulatory Approval Condition, taking into account any changes in the business of Topco or its Subsidiaries following the date of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where any such action, consent, approval, registration or filing, the failure to obtain such Consents, or of which to make such filings or notifications, obtain would not prevent adversely affect or impair delay the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement Purchaser to consummate the Transactions in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor Topco does not and the consummation by them Topco of the transactions contemplated hereby nor compliance by them with any of the provisions hereof Transactions will directly or indirectly (with or without notice or lapse of time or both): not (i) contravene, conflict with or result in a violation of (A) any provision provisions of the Organizational Documents of Parent or Merger Sub, or Topco (B) any resolution adopted by assuming satisfaction of the board of directors or the stockholders of Parent or Merger SubShareholder Approval Condition); (ii) contraveneviolate any Applicable Law or rules of any Self-Regulatory Organization (assuming satisfaction of the Shareholder Approval Condition and the Regulatory Approval Condition and compliance with the matters set forth in Section 4.3(b)); (iii) result, conflict withafter the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or result in a violation of, permit the acceleration or give termination of any Governmental Body obligation under or other Person the right to exercise require any remedy consent or obtain any relief notice under, any Legal Requirement or any order, injunction, writ or decree contract relating to material indebtedness to which Parent or Merger SubTopco is a party (other than the Bank Consent, or any which Topco obtained prior to the date of the respective assets owned or used by each of them, may be subject, this Agreement); or (iiiiv) require a Consent from result in the creation or imposition of any Person; Lien upon any properties or assets of Topco, except, in the case of clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults or other occurrences that as would not prevent reasonably be expected to have, individually or impair in the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectaggregate, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect. (iib) The No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or Self-Regulatory Organization is required to be made or obtained by Topco in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Company or the consummation by Topco of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental BodyTransactions, except for (i) for the pre-merger notification requirements filing of Form D with the SEC and such filings as are required to be made under applicable Antitrust lawsstate securities laws in connection with the issuance of Topco Ordinary Shares in the Exchange, (ii) such filings with and approvals of AIM as are required to cause the Admission and any Secondary Admission, (iii) such filings with and approvals of any Governmental Authority as contemplated by the Regulatory Approval Condition and (iv) any such action, consent, approval, registration or filing, the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The only Topco shareholder approvals required in connection with the Transactions are (i) the approval of the issuance of a number of Topco Ordinary Shares equal to the Maximum Exchange Amount and (ii) where failure the waiver of pre-emption rights with respect to obtain such Consentsissuance (collectively, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect“Topco Shareholder Approvals”).

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the The execution, delivery or and performance of this Agreement and the Buyer Agreements by Parent or Merger Sub nor the Buyer, do not, and the consummation by them the Buyer of the transactions contemplated hereby nor compliance by them with and thereby will not, (i) violate any provision of the provisions hereof will directly certificate of incorporation or indirectly bylaws of the Buyer, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any ordermaterial note, injunctionbond, writ mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or decree other instrument to which Parent the Buyer is a party or Merger Sub, by which the Buyer or any of the respective its properties or assets owned or used by each of them, may be subject, bound or otherwise subject or (iii) require a Consent from violate any Person; exceptorder, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Buyer or any of its respective properties or assets, except in the case of each instance set forth in clauses (i), (ii) and or (iii)) above, for where any such conflictsviolation, violations, breaches, defaults breach or other occurrences that default would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectbe reasonably likely to have a Material Adverse Effect. (iib) The execution No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution, delivery and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and or the other Buyer Agreements by the Buyer or the consummation by the Buyer of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except (i) for filings as may be required under state and federal securities laws to give effect to the pre-merger notification requirements issuance of applicable Antitrust laws, the Shares pursuant to this Agreement and (ii) where except when the failure to file, register or obtain such Consents, consent or to make such filings or notifications, approval would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectbe likely to have Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filingsSubject to receipt of the Antitrust Approvals, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or and performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) conflict with, require any Consent violate, result in the breach of, or filing with or notification toconstitute a default under, any Governmental Bodyprovision of the certificate of incorporation, except (i) for the pre-merger notification requirements articles or bylaws or similar governing documents of applicable Antitrust lawssuch Purchaser or any of its Relevant Affiliates, and (ii) where failure conflict with, violate, result in the breach of, constitute a default under, under any contract pursuant to obtain which such ConsentsPurchaser or its Relevant Affiliates is bound, or (iii) conflict with, violate, result in the breach of, or constitute a default under any Law applicable to make such filings Purchaser and/or any of its Relevant Affiliates. (b) Except for the Antitrust Approvals, no consents or notificationsapprovals are required on the part of such Purchaser or any of their Affiliates in connection with the execution, would not prevent delivery and performance of this Agreement or impair any of the ability Ancillary Agreements to which it is a party. (c) There is no pending Legal Proceeding involving such Purchaser and/or its Affiliates or, to the Knowledge of Parent Purchasers, threatened against such Purchaser, which questions or Merger Sub from consummating challenges the validity of this Agreement or seeks to prevent, enjoin, alter or delay any of the transactions contemplated hereby in or any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under action to be taken pursuant to this Agreement in any material respectAgreement.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub Dow nor the consummation by them Dow of the transactions contemplated hereby nor compliance by them with will (i) violate any provision of the provisions hereof will directly Certificate of Incorporation or indirectly By-Laws of Dow; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contraveneor give rise to any right of termination, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Subamendment, cancellation, or (Bacceleration) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or under any of the respective terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which Dow is a party or by which its assets owned or used by each of them, may be subject, bound; or (iii) require a Consent from assuming that all consents, authorizations and approvals contemplated by Section 4.3(b) below have been obtained and all filings contemplated thereby have been made, violate any Personorder, writ, injunction, decree, statute, rule or regulation applicable to Dow or any of its properties or assets; exceptin each case, in the case of clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, cancellations or other occurrences that accelerations which would not individually or in the aggregate be reasonably expected to prevent or impair the ability consummation by Dow of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Dow or the consummation by Dow of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for the pre-merger notification applicable requirements of applicable Antitrust laws, and under Competition Laws; (ii) where failure applicable requirements under the Exchange Act; (iii) applicable requirements under state securities and Blue Sky laws; (iv) applicable requirements pursuant to obtain (S) 203 of the FPA; and (v) such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings, the failure of which to be obtained or made would not prevent or impair the ability consummation by Dow of Parent or Merger Sub from consummating the transactions contemplated hereby in by this Agreement. (c) As of the date hereof, neither Dow, nor any material respectof its properties or assets is subject to any order, writ, judgment, injunction, decree, determination or otherwise award which would prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectthe consummation by Dow of the transactions contemplated hereby.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents None of the execution and approvals as may be required under, delivery by Parent and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance Merger Sub of this Agreement by and the Parent or Merger Sub nor Documents, the consummation by either of them of the transactions contemplated hereby nor Transactions to which it is a party, or the compliance by either of them with any of the provisions hereof will directly or indirectly thereof will: (with a) conflict with, result in a breach of or default under, or violate any provision of the organizational documents of Parent or Merger Sub, (b) assuming all consents, approvals and authorizations contemplated in Section 5.5(e) below have been obtained and all filings described therein have been made, violate any Law, License or Privacy Requirement applicable to, binding upon or enforceable against Parent or Merger Sub or by which any of the properties or assets of Parent or Merger Sub are bound, (c) conflict with, violate, result in any breach or termination of, or constitute(with or without due notice or lapse of time or both): ) a default or violation (ior give rise to any right of termination, amendment, cancellation, payment or acceleration) contraveneunder, conflict with require any consent of any Person pursuant to, or result in any payment obligation or loss of material benefit in respect of, any Contract or License to which Parent or Merger Sub is a violation party, (d) result in the creation or imposition of any Lien (Aother than Permitted Liens) upon any provision of the Organizational Documents material property, rights or assets of Parent or Merger Sub, or (Be) any resolution adopted by other than (i) the board filing of directors or the stockholders Certificate of Parent or Merger Sub; with the Secretary of State of the State of Delaware and (ii) contravenethe Governmental Approvals, conflict withincluding compliance with the applicable requirements of the HSR Act and the State Approvals, and the Required Regulatory Approvals, require any filing with or result in a violation ofany consent, waiver or give approval of any Governmental Body or Authority, other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or than (iiii) require a Consent from any Person; except, in the case of clauses (iib), (c) and (iiid), for any such conflictsas would not, violationsindividually or in the aggregate, breaches, defaults materially and adversely affect or other occurrences that would not prevent or impair delay the ability of Parent or Merger Sub from consummating to consummate the transactions contemplated hereby in any material respect, Transactions to which it is a party or to otherwise prevent Parent or Merger Sub from exercising perform their respective rights obligations under this Agreement in or any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust lawsRelated Documents, and (ii) where in the case of clause (e), such filings, consents, waivers or approvals, the failure to obtain such Consents, or of which to make such filings or notificationsobtain, individually or in the aggregate, would not prevent materially and adversely affect or impair delay the ability of Parent or Merger Sub from consummating to consummate the transactions contemplated hereby in any material respect, Transactions to which it is a party or to otherwise prevent Parent or Merger Sub from exercising perform their respective rights obligations under this Agreement in or any material respectof the Related Documents.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them Omni or SUB with any of the provisions hereof will directly conflicts with, violates or indirectly (with or without notice or lapse results in any breach of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents Certificate of Parent Incorporation or Merger SubBylaws (or similar organizational documents) of either of Omni or SUB, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contraveneany contract, conflict withagreement, instrument or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree understanding to which Parent Omni or Merger Sub, SUB is a party or any of the respective assets owned by which Omni or used by each of them, may be subjectSUB is bound, or (iii) require a Consent any judgment, decree, order, statute, rule or regulation applicable to Omni or SUB, excluding from any Person; except, in the case of foregoing clauses (ii) and (iii), for any such ) conflicts, violationsviolations or breaches which, breachesindividually or in the aggregate, defaults or other occurrences that would not prevent have an Omni Material Adverse Effect or materially impair the Omni's or SUB's ability of Parent or Merger Sub from consummating to consummate the transactions contemplated hereby in any material respector for which Omni or SUB have received or, prior to the Merger, shall have received appropriate consents or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectwaivers. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required by Omni or SUB in connection with the execution and delivery of this the Agreement by Parent and Merger Sub does not, and the performance of this Agreement and or the consummation by Omni or SUB of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for in connection with the pre-merger notification applicable requirements of applicable Antitrust lawsthe Hart-Scott-Rodino Anti-trust Improvements Act of 1976, as amended (the "XXX Xxx"), (xx) xn connection, or in compliance, with the provisions of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), (iii) the filing of the Articles of Merger wixx xxx Xxxxxxxxx xx Xxxxx xx xxx State of Florida, (iv) filings with, and approval of, the NYSE in connection with obligations of Omni under Section 5.12, (iiv) where such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under the corporation, takeover or blue sky laws of various states and (vi) such other consents, orders, authorizations, registrations, declarations and filings, including under any pharmacy license, the failure of which to obtain such Consentsbe obtained or made would, individually or in the aggregate, have an Omni Material Adverse Effect, or to make such filings or notifications, would not prevent or materially impair the ability of Parent Omni or Merger Sub from consummating SUB to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecthereby.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws and Sections 13(d) and 16 of the Exchange Act, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub the Stockholder nor the consummation by them the Stockholder of the transactions contemplated hereby nor compliance by them the Stockholder with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement governmental regulation or any order, injunction, writ or decree to which Parent or Merger Subthe Stockholder, or any of the respective assets owned or used by each of themStockholder’s assets, may be subject, or (iiiB) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses (iiA) and (iiiB), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent the Parent or the Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub the Stockholder does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental BodyEntity, except (iA) for the pre-merger notification requirements of applicable Antitrust lawsLaws and applicable filings under Sections 13(d) and 16 of the Exchange Act, and (iiB) where failure to obtain such Consentsconsent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub the Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent the Parent or the Merger Sub from exercising their respective rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the The execution, delivery or and performance of each of this Agreement and the other Transaction Documents by Parent or Merger Sub nor the Company do not, and the consummation by them it of the transactions contemplated hereby nor compliance by them with and thereby will not: (i) violate any provision of the provisions hereof will directly its Articles of Organization or indirectly By-laws, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) an event of default (ior give rise to any right of termination, amendment, cancellation or acceleration) contravene(collectively, conflict with or result in a violation of (A"Default") under any provision of the Organizational Documents terms, conditions or provisions of Parent any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, option, contract, agreement or Merger Subother instrument (collectively, a "Contract") to which the Company is a party or by which any of its properties or assets may be bound or otherwise subject, except for such items referred to as Required Consents (as defined in Section 4.4(b) hereof) set forth on Schedule 4.4(b), (iii) violate --------------- any Law (as defined in Section 4.8(b) hereof) applicable to the Company or any of its properties or assets or (iv) except as set forth in Schedule 4.4(b), give --------------- rise to a "put" right. (b) No filing or registration with, notification to, or (B) authorization, consent or approval of, any resolution adopted by the board of directors legislative or the stockholders of Parent executive agency or Merger Sub; (ii) contravenedepartment or other regulatory service, conflict withauthority or agency, or result in a violation ofany court, or give any Governmental Body arbitration panel or other Person tribunal or judicial authority of any foreign, provincial, United States federal, state, county, municipal or other local jurisdiction, political entity, body, organization, subdivision or branch (a "Governmental Entity") or Person, is required in connection with the right to exercise any remedy or obtain any relief underexecution, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, delivery and performance of this Agreement or any of the respective assets owned other Transaction Documents by the Company or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation by the Company of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except for (i) for such consents, approvals, orders, authorizations, notifications, notices, estoppel certificates, releases, registrations, ratifications, declarations, filings, waivers, exemptions or variances (individually, a "Consent" and collectively, "Consents") with respect to any License (as defined in Section 4.8(c) hereof) or Law, including without limitation post-Closing filings with the pre-merger notification requirements of applicable Antitrust lawsU.S. Patent and Trademark Office, and which are required to assign patents and/or trademarks from the Company to the Buyer as set forth on Schedule 4.11(a); (ii) where failure the Xxxx-Xxxxx Xxxxxx Antitrust ---------------- Improvements Act of 1976, as amended (the "HSR Act"); or (iii) post-Closing filings pursuant to obtain such federal or state securities laws in connection with the purchase of the MedSource Shares, (iv) the Articles of Merger with the Massachusetts Secretary of the Commonwealth and the Delaware Secretary of the State or (v) otherwise as are set forth on Schedule 4.4(b) hereof (the "Required --------------- Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect").

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required underset forth in Schedule 4.3(a), and other applicable requirements ofsubject to obtaining any Seller's Required Regulatory Approvals, applicable Antitrust laws, neither none of the execution, delivery or and performance of this Agreement by Parent Agreement, the execution, delivery and performance of the Additional Agreements, or Merger Sub nor the consummation by them Seller of the transactions contemplated hereby nor compliance by them with any of the provisions hereof and thereby will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation any breach of (A) any provision of the Organizational Documents Articles of Parent Incorporation or Merger Sub, or (B) any resolution adopted by the board Bylaws of directors or the stockholders of Parent or Merger SubSeller; (ii) contravene, conflict with, or result in a violation of, default (or give rise to any Governmental Body right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, agreement or other Person the right to exercise any remedy instrument or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree obligation to which Parent Seller is a party or Merger Subby which it, or any of the respective assets owned or used by each of themPurchased Assets, may be subjectbound (other than the Seller's Agreements referred to in clause (ii) of the definition thereof), except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or that would not, individually or in the aggregate, have a Material Adverse Effect; or (iii) require a Consent from constitute violations of any Person; exceptLaw, order, judgment or decree applicable to Seller or any of its assets, including the Purchased Assets, which violations, individually or in the case of clauses aggregate, would have a Material Adverse Effect. (b) Except for consents, approvals, filings and notices (i) required under the HSR Act, or (ii) set forth in Schedule 4.3(b) (the consents, approvals, filings and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby notices referred to in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. clause (ii) The of this sentence are collectively referred to herein as the "Seller's Required Regulatory Approvals"), no consent, authorization or approval of, declaration, filing or registration with, or notice to, any Governmental Authority is necessary for the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance Seller of this Agreement and the Additional Agreements or the consummation by Seller of the transactions contemplated hereby will notor thereby, require any Consent of, or filing with or notification to, any Governmental Body, except other than (i) for such consents, authorizations, approvals, declarations, filings, registrations with and notices which, if not obtained or made, would not, individually or in the pre-merger notification requirements of applicable Antitrust lawsaggregate, have a Material Adverse Effect, or prevent Seller from performing its material obligations under this Agreement or the Additional Agreements; and (ii) where failure such consents, authorizations, approvals, declarations, filings, registrations with or notices which become applicable to obtain such Consents, Seller or to make such filings the Purchased Assets as a result of the status of PECO or notifications, would not prevent PSEG (or impair the ability any of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement Affiliates) or as a result of any other facts that specifically relate to the business or activities in which PECO or PSEG (or any material respectof their respective Affiliates) is or proposes to be engaged.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub the Company nor the consummation by them the Company of the transactions contemplated hereby nor compliance by them with will (i) violate any provision of the provisions hereof will directly Articles of Incorporation or indirectly Bylaws of the Company, (ii) conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contraveneor give rise to any right of termination, conflict with amendment, cancellation or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Subacceleration, or (Bto the imposition of any Lien) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict withunder, or result in a violation ofthe acceleration or trigger of any payment, time of payment, vesting or give increase in the amount of any Governmental Body compensation or benefit payable pursuant to, the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Subevidence of indebtedness, or any lease, license, contract, agreement, plan or other instrument or obligation, to which the Company or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from conflict with or violate any PersonLaws applicable to the Company, any of its Subsidiaries or any of their properties or assets; except, except in the case of clauses clause (ii) and (iii), for any such conflicts, violations, breaches, breaches or defaults or other occurrences that which in the aggregate would not prevent or impair have a Material Adverse Effect on the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectCompany. (iib) The execution No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, legislative, executive or regulatory authority or agency (a "Governmental Authority") or any other Person is required in connection with the execution, delivery and delivery performance of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Company or the consummation by the Company of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for the pre-merger notification Shareholder Approval, (ii) pursuant to applicable requirements of applicable Antitrust lawsunder the Exchange Act, Nasdaq listing requirements and the HSR Act, and (iiiii) where failure to obtain such Consentsother consents, approvals, authorizations, and notifications, of or to make such filings any Person, other than a material consent, approval, authorization and notification of or notificationsto any Governmental Authority, the failure of which to be obtained or made in the aggregate would not prevent or impair have a Material Adverse Effect on the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectCompany.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither None of the execution, delivery or performance by Seller of this each Transaction Agreement by Parent to which it is or Merger Sub nor will be a party or the consummation by them Seller of the transactions contemplated hereby nor compliance by them with any of thereby (i) will conflict with, or result in a violation or breach of, Seller's or the provisions hereof Acquired Subsidiary's Charter or Seller's or the Acquired Subsidiary's By-laws or (ii) subject to the matters referred to in clause 3.03(b) (A) and (B) below, will directly conflict with, or indirectly result in a violation or breach of, or constitute a default (with or without notice or lapse of time or both): (i) contraveneunder, conflict with or give rise to any right of termination, amendment, cancellation or acceleration of any obligation under, or result in the creation of a violation Lien upon any of the properties or assets of, Seller or any Subsidiary of Seller under, (A) any provision of the Organizational Documents terms, conditions or provisions of Parent any Contract or Merger Sub, of any Permit to which Seller or any of its Subsidiaries is a party or by which any of their properties or assets may be bound or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravenejudgment, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunctiondecree, writ statute, law, regulation or decree rule applicable to which Parent or Merger Sub, Seller or any of the respective assets owned or used by each of themits Subsidiaries, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses this clause (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, rights or other occurrences Liens that would not prevent not, individually or in the aggregate, (x) have a Material Adverse Effect on the Acquired Business, (y) materially impair the ability of Parent Seller to perform its material obligations under the Transaction Agreements or Merger Sub from consummating the transactions contemplated hereby in any material respect, (z) prevent or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and materially delay the consummation of the transactions purchase and sale of the Acquired Assets contemplated hereby will notby this Agreement. (b) No consent, require any Consent ofapproval, order, authorization of or registration, declaration or filing with or notification to, any Governmental BodyEntity or any other Person is required with respect to Seller or any of its Subsidiaries in connection with the execution, delivery or performance by Seller of each Transaction Agreement to which it is or will be a party or the consummation by Seller of the transactions contemplated thereby, except for (iA) for the pre-merger notification compliance with any applicable requirements of applicable Antitrust lawsthe HSR Act, (B) the matters described in Section 3.03 of the Seller Disclosure Schedule, (C) assignment and novation of Government Contracts and (iiD) where such other consents, approvals, orders, authorizations, registrations, declarations and filings, the failure to obtain such Consents, or to make such filings which would not, individually or notificationsin the aggregate, would not prevent or (x) have a Material Adverse Effect on the Acquired Business, (y) materially impair the ability of Parent Seller to perform its material obligations under the Transaction Agreements or Merger Sub from consummating (z) prevent or materially delay the transactions consummation of the purchase and sale of the Acquired Assets contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub Dow nor the consummation by them Dow of the transactions contemplated hereby nor compliance by them with will (i) violate any provision of the provisions hereof will directly Certificate of Incorporation or indirectly By-Laws of Dow; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contraveneor give rise to any right of termination, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Subamendment, cancellation, or (Bacceleration) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or under any of the respective terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebt- edness, lease, license, contract, agreement or other instrument or obligation to which Dow is a party or by which its assets owned or used by each of them, may be subject, bound; or (iii) require a Consent from assuming that all consents, authorizations and approvals contemplated by Section 4.3(b) below have been obtained and all filings contemplated thereby have been made, violate any Personorder, writ, injunction, decree, statute, rule or regulation applicable to Dow or any of its properties or assets; exceptin each case, in the case of clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, cancellations or other occurrences that accelerations which would not individually or in the aggregate be reasonably expected to prevent or impair the ability consummation by Dow of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Dow or the consummation by Dow of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for the pre-merger notification applicable requirements of applicable Antitrust laws, and under Competition Laws; (ii) where failure applicable requirements under the Exchange Act; (iii) applicable requirements under state securities and Blue Sky laws; (iv) applicable requirements pursuant to obtain ss. 203 of the FPA; and (v) such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings, the failure of which to be obtained or made would not prevent or impair the ability consummation by Dow of Parent or Merger Sub from consummating the transactions contemplated hereby in by this Agreement. (c) As of the date hereof, neither Dow, nor any material respectof its properties or assets is subject to any order, writ, judgment, injunction, decree, determination or otherwise award which would prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectthe consummation by Dow of the transactions contemplated hereby.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub the Company nor the consummation by them the Company of the transactions contemplated hereby nor compliance by them with will (i) violate any provision of the provisions hereof will directly Articles of Organization or indirectly By-Laws - of the Company, (ii) except as set forth in Schedule 3.4(a) of the Disclosure -- Schedule, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contraveneor give rise to any right of termination, conflict with amendment, cancellation or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Subacceleration, or to the imposition of any Lien (Bas defined in Section 3.18(b))) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict withunder, or result in a violation ofthe acceleration or trigger of any payment, time of payment, vesting or give increase in the amount of any Governmental Body compensation or benefit payable pursuant to, the terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Subevidence of indebtedness, or any lease, license, contract, agreement, plan or other instrument or obligation, to which the Company or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from conflict with or violate any Personfederal, state, local or foreign --- order, writ, injunction, judgment, award, decree, statute, law, rule or regulation (collectively, "Laws") applicable to the Company, any of its Subsidiaries or any of their properties or assets; except, except in the case of clauses (ii) and or (iii), ) for any such conflicts, violations, breaches, breaches or defaults or other occurrences that which in the aggregate would not prevent have or result in a Material Adverse Effect or materially impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and delay the consummation of the transactions contemplated hereby will nothereby. (b) Except as disclosed in Schedule 3.4(b) of the Disclosure Schedule, require any Consent ofno filing or registration with, or filing with declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, legislative, executive or regulatory authority or agency (a "Governmental BodyEntity") or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except (i) for the pre-merger notification - applicable requirements of applicable Antitrust lawsunder Competition Laws (as defined in Section 5.4(b)), and (ii) where failure to obtain applicable requirements under the Securities Exchange Act of 1934, as --- amended (the "Exchange Act"), (iii) applicable requirements under the Securities --- Act of 1933, as amended (the "Securities Act"), (iv) the filing of the Articles -- of Merger with the Massachusetts Secretary of State and the filing of the Certificate of Merger with the Delaware Secretary of State, (v) applicable - requirements under "blue sky" laws of various states,(vi) such Consentsother consents, or to make such filings or -- approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made in the aggregate would not prevent have or result in a Material Adverse Effect or materially impair or delay the ability consummation of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecthereby.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them Buyer with any of the provisions hereof will directly (i) violate any provision of the certificate of incorporation or indirectly by-laws of Buyer, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation ofdefault, or give rise to any Governmental Body right of termination, cancellation or other Person acceleration or any right that becomes effective upon the right to exercise any remedy occurrence of a merger, consolidation, sale of assets or obtain any relief change in control, under, any Legal Requirement of the terms, conditions or provisions of any ordernote, injunctionbond, writ mortgage, indenture, other instrument of indebtedness for money borrowed, license, franchise, permit or decree agreement to which Parent or Merger SubBuyer is a party, or by which any of the their respective assets owned or used by each of them, may be subjectproperties is bound, or (iii) require a Consent violate any statute, rule, regulation, order or decree of any public body or authority by which Buyer or any of its properties is bound, excluding from any Person; except, in the case of foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that rights that, either individually or in the aggregate, would not prevent or materially impair the Buyer's ability of Parent or Merger Sub from consummating to consummate the transactions contemplated hereby in any material respector for which Buyer has received or, prior to the Closing, shall have received appropriate consents or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectwaivers. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any governmental entity is required by Buyer in connection with the execution and delivery of this Agreement by Parent and Merger Sub does notAgreement, and the performance of this Agreement and or the consummation by Buyer of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for in connection with the pre-merger notification applicable requirements of the HSR Act and as required pursuant to applicable Antitrust lawsantitrust and competition law statutes and regulations of applicable foreign jurisdictions, and (ii) where for filing a notice pursuant to the Exon-Xxxxxx Amendment and (iii) such other consents, orders, authorizations, registrations, declarations and filings not obtained prior to the Closing the failure of which to obtain such Consentsbe obtained or made would not, individually or to make such filings or notificationsin the aggregate, would not prevent or materially impair the ability of Parent Buyer to perform its obligations hereunder or Merger Sub from consummating prevent the consummation of any of the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.hereby. ARTICLE IV

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust lawsLaws, neither the execution, delivery or performance of this Agreement by the Parent or the Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents charter, by-laws or other organizational document of the Parent or the Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of the Parent or the Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement governmental regulation or any order, injunction, writ or decree to which the Parent or the Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of the Parent or the Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent the Parent or the Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by the Parent and the Merger Sub does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental BodyEntity, except (i) for the pre-merger notification requirements of applicable Antitrust lawsLaws, and (ii) where failure to obtain such Consentsconsent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of the Parent or the Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent the Parent or the Merger Sub from exercising their respective rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsset forth on Schedule 3.3, neither the execution, execution and delivery or performance by the Company Holder of this Agreement or the other documents and instruments to be executed and delivered by Parent or Merger Sub the Company Holder hereunder, nor the consummation by them the Company Holder of the transactions contemplated hereby nor compliance by them with and thereby will (i) violate any provision of the provisions hereof will directly organizational documents of the Company Holder (if the Company Holder is not a natural Person), (ii) result in a violation or indirectly breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any orderloan agreement, injunctionnote, writ bond, mortgage, guarantee, lease, license, agreement or decree other instrument or obligation to which Parent or Merger Subthe Company Holder is a party, or any of the respective assets owned or used by each of them, may be subject, or (iii) require any authorization, consent or approval by, filing with or notice to any foreign, federal, state, local, municipal, county or other governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a Consent from “Governmental Entity”), except for (A) the requirements of any Personfederal, state and foreign Law or Order that is designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition, including the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“Competition Law”) applicable to the transactions contemplated hereby, (B) such authorizations, consents, approvals, filings or notices, the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the Company Holder’s ability to perform its obligations hereunder and (C) such authorizations, consents, approvals, filings or notice requirements that become applicable solely as a result of the specific regulatory status of the Purchaser or any of its Affiliates, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Holder; except, except in the case of clauses (ii) and through (iii), iv) above for any such conflicts, violations, breaches, breaches or defaults or other occurrences that would which are not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectreasonably likely to have a Material Adverse Effect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.

No Violations; Consents and Approvals. (i) Except for filingsas set forth on Schedule 5.5, permits, authorizations, Consents the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance by Seller of this Agreement Agreement, the Ancillary Documents to which each is a party and the fulfillment of and compliance with the respective terms hereof and thereof by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof Seller do not and will directly or indirectly not, (with or without notice or lapse of time or both): (ia) contravene, conflict with or result in a violation of (A) any provision breach of the Organizational Documents terms, conditions or provisions of, (b) constitute a default or event of Parent default under (with due notice, lapse of time or Merger Subboth), or (Bc) result in the creation of any resolution adopted by Lien upon the board of directors or Assets, (d) give any third party the stockholders of Parent or Merger Sub; right to accelerate any obligation under, (iie) contravene, conflict with, or result in a violation of, or give (f) require any Governmental Body authorization, consent, approval, exemption or other action by or notice to any Person the right to exercise any remedy or obtain any relief under(including, without limitation, any Legal Requirement creditor, customer or supplier) pursuant to any orderapplicable laws, injunctionstatutes, writ rules, regulations, ordinances, orders, requirements, announcements and other binding actions (collectively, "Regulations") or decree Contract to which Parent or Merger SubSeller is subject. Seller has complied with all applicable Regulations in connection with the execution, or any delivery and performance of this Agreement, and the respective assets owned or used by other agreements, instruments, certificates and documents executed in connection herewith (collectively, the "Ancillary Documents") to which each of them, may be subject, or (iii) require is a Consent from any Person; except, in the case of clauses (ii) party and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in and thereby. Seller is not required to submit any material respectnotice, report, or otherwise prevent Parent other filing with any governmental authority in connection with its execution or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does notAgreement, and the performance of this Agreement and Ancillary Documents to which it is a party or the consummation of the transactions contemplated hereby will notand thereby. Except as set forth on Schedule 5.5 hereof, require any Consent ofno authorization, consent, approval, exemption or filing notice is required to be obtained by Seller in connection with or notification tothe execution, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust lawsdelivery, and (ii) where failure performance of this Agreement, the Ancillary Documents to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating which it is a party and the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectand thereby.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor each of JPI and New JPI does not, and the consummation by them each of JPI and New JPI of the transactions contemplated hereby nor compliance by them Transactions will not: (i) conflict with any provisions of the provisions hereof will directly Constituent Documents of JPI or indirectly New JPI; (ii) violate any Law or rules of any Self-Regulatory Organization (assuming compliance with or without notice or the matters set forth in Section 3.5(b)); (iii) result, after the giving of notice, with lapse of time or both): (i) contraveneotherwise, conflict with in any violation, default or result in loss of a violation of (A) any provision of the Organizational Documents of Parent or Merger Subbenefit under, or (B) permit the acceleration or termination of any resolution adopted by the board of directors obligation under or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give require any Governmental Body or other Person the right to exercise any remedy or obtain any relief consent under, any Legal Requirement mortgage, indenture, lease, agreement or any orderother instrument, injunctionpermit, writ concession, grant, franchise or decree license to which Parent JPI or Merger SubNew JPI, as applicable, is a party or by which JPI or New JPI or any of the their respective assets owned or used by properties, in each of themcase as applicable, may be subject, bound; (iv) result in the creation or imposition of any Lien upon any properties or assets of JPI or New JPI; or (iiiv) require a Consent cause the suspension or revocation of any permits, licenses, variances, exemptions, certificates, consents, Orders, approvals or other authorizations from any Person; Governmental Entities and Self-Regulatory Organizations which are necessary for the lawful conduct of JPI’s or New JPI’s businesses or ownership of their respective assets and properties, except, in the case of clauses (ii) and ), (iii), for any such conflicts(iv) and (v), violations, breaches, defaults or other occurrences that would as do not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectconstitute a Material Adverse Effect. (iib) The No clearance, consent, approval, order, license or authorization of, or declaration, registration or filing with, or notice to, or permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by JPI or New JPI in connection with the execution and or delivery of this Agreement by Parent each of JPI and Merger Sub does not, and the performance of this Agreement and New JPI or the consummation by JPI and New JPI of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental BodyTransactions, except for: (i) for the pre-merger notification requirements filing of applicable Antitrust laws, and the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL; (ii) where the filing of the Subsequent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL and the DLLCA; (iii) any registration, filing or notification required pursuant to state securities or “blue sky” laws and (iv) any such clearance, consent, approval, order, license, authorization, declaration, registration, filing, notice or permit, the failure to obtain such Consents, or of which to make such filings or notifications, would obtain do not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectconstitute a Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filingsas set forth in Schedule 3.4(a) of the Sellers' Disclosure Schedule, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or and performance of this Agreement each of the Transaction Documents by Parent or Merger Sub nor each Seller and Parent, as applicable, does not, and the consummation by each of them of the transactions contemplated hereby nor compliance by them with thereby will not: (i) violate any provision of the provisions hereof will directly articles of organization or indirectly certificate of formation (or equivalent document), bylaws or other charter or organizational documents of such Seller, Parent, any Company or any Subsidiary; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict withdefault under, or result in the acceleration of any obligation of a violation Company or a Subsidiary, or change in any right (except for loss of any discretionary rights or options under any Leases) or obligation of a Company or a Subsidiary or counterparty under any provision, or result in the termination of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective Material Contracts, or by which any of the material assets owned of any Company or used by each of them, any Subsidiary or the Interests or the Subsidiary Interests may be subject, affected or secured; (iii) require a Consent from violate any PersonLaw applicable to such Seller, Parent, any Company or any Subsidiary; or (iv) result in the creation of any Encumbrance on any of the material assets of any Company or any Subsidiary, except, in the case of clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults or other occurrences that as would not prevent reasonably be expected to have, individually or impair in the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectaggregate, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect. (iib) The Except as set forth in Schedule 3.4(b) of the Sellers' Disclosure Schedule ("Seller Required Consents"), no consents of or filings with any Governmental Entity are necessary, and no consents or approvals of any Person under any Material Contract or any third party are necessary, in connection with the execution and delivery by each of this Agreement by Parent and Merger Sub does notParent, the Sellers and the performance Companies, as applicable, of this Agreement and any of the Transaction Documents or the consummation by the Sellers, Parent or the Companies of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except (i) for where the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, Seller Required Consents would not prevent reasonably be expected to have, individually or impair in the ability aggregate, a Material Adverse Effect. To the Sellers' Knowledge, there is no fact or circumstance relating to such Seller, Parent, any Company or any Subsidiary that is reasonably likely to materially impede or delay receipt of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in consent of any material respectGovernmental Entity.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsWith respect to each Seller, neither the execution, execution and delivery or performance by such Seller of this Agreement by Parent or Merger Sub the other Transaction Documents to which it is a party, nor the consummation by them such Seller of the transactions contemplated hereby nor compliance by them with or thereby, will (i) violate any Law applicable to such Seller, the Business, the Acquired Assets, the Products or the Assumed Liabilities, (ii) breach or violate any provision of such Seller’s Organizational Documents, (iii) except as set forth on Schedule 4.3(a) to the provisions hereof will directly or indirectly (Seller Disclosure Letter, with or without notice or notice, lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation breach of, or give constitute a default under, result in the acceleration of, create in any Governmental Body or other Person the party a right to exercise any remedy accelerate, terminate or obtain any relief undermodify or cancel, any Legal Requirement or any order, injunction, writ or decree Contract (including the Assigned Contracts) to which Parent such Seller is a party or Merger Sub, or any of the respective assets owned or used by each of them, may be subjectwhich such Seller is bound, or (iiiiv) require a Consent from result in the creation of any Person; Encumbrance upon the Acquired Assets, except, in the case of each of clauses (iii) and (iii), for any where such conflictsviolation, violationsconflict, breachesbreach, defaults default, acceleration or other occurrences that termination would not reasonably be expected to adversely affect the Acquired Assets, Assumed Liabilities or the Business in any material respect or would not reasonably be expected to prevent or impair materially delay the ability consummation by such Seller of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in or any material respectof its Transaction Documents. (iib) The Neither the execution and delivery by any Seller of this Agreement by Parent and Merger Sub does notor the other Transaction Documents to which it is a party, and the performance of this Agreement and nor the consummation by such Seller of the transactions contemplated hereby or thereby will not, not require any Consent of, or filing with or notification to, of any Governmental BodyAuthority or any other Person on the part of such Seller, except as contemplated by Sections 6.3(b) and 7.7 and other than (i) for any Consent the pre-merger notification requirements failure of applicable Antitrust lawswhich to be obtained would not reasonably be expected to adversely affect the Acquired Assets, Assumed Liabilities or Business in any material respect or would not reasonably be expected to prevent or materially delay the consummation by such Seller of the transactions contemplated by this Agreement or any other Transaction Documents, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Buyer or any of its Affiliates, (iii) the Consents set forth on Schedule 4.3(b) to the Seller Disclosure Letter, and (iiiv) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair as required by the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectHSR Act.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub such Stockholder nor the consummation by them such Stockholder of the transactions contemplated hereby nor compliance by them such Stockholder with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement governmental regulation or any order, injunction, writ or decree to which Parent or Merger Subsuch Stockholder, or any of the respective assets owned or used by each of themsuch Stockholder's assets, may be subject, or (iiiB) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses clause (ii) and (iiiA), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub such Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub Bxxxxxxxx from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub such Stockholder does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental BodyEntity, except (iA) for the pre-merger notification requirements of applicable Antitrust laws, and (iiB) where failure to obtain such Consentsconsent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub such Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub Bxxxxxxxx from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by Parent or Merger Purchaser and Sub nor the consummation by them Purchaser and Sub of the transactions contemplated hereby nor compliance by them with (i) violate any provision of the provisions hereof will directly respective certificate of incorporation or indirectly by-laws of Purchaser or Sub, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any ordermaterial note, injunctionbond, writ mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or decree other instrument to which Parent or Merger Sub, Purchaser or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from violate any Personorder, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Purchaser, any of its Subsidiaries or any of their properties or assets; except, except in the case of clauses (ii) and (iii), ) for any such conflicts, violations, breaches, breaches or defaults or other occurrences that which (A) would not prevent or impair have a Purchaser Material Adverse Effect, (B) materially adversely affect the ability of Parent either Purchaser or Merger Sub from consummating to consummate the transactions contemplated hereby in this Agreement or (C) become applicable as a result of the business or activities in which Purchaser or Sub is or proposes to be engaged or as a result of any material respectacts or omissions by, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in the status of any material respectfacts pertaining to, the Company. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Parent Purchaser and Merger Sub does not, and the performance of this Agreement and or the consummation by Purchaser and Sub of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for filings with the pre-FTC and with the DOJ pursuant to the HSR Act, (ii) applicable requirements under the Exchange Act, (iii) the filing of the certificate of merger notification or, if applicable, a certificate of ownership and merger with the Secretary of State, (iv) applicable requirements under corporation or blue sky laws of applicable Antitrust lawsvarious states, and (iiv) where failure to obtain such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made (A) would not prevent or impair have a Purchaser Material Adverse Effect, (B) would not materially adversely affect the ability of Parent Purchaser or Merger Sub from consummating to consummate the transactions contemplated hereby in any material respectthis Agreement, or otherwise prevent Parent (C) become applicable as a result of the business or Merger activities in which Purchaser or Sub from exercising their respective rights under this Agreement in is or proposes to be engaged or as a result of any material respectacts or omissions by, or the status of any facts pertaining to, the Company.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement Agreement, the Transaction Documents and any other instruments and agreements to be executed and delivered by Parent the Purchaser or Merger Sub nor as contemplated hereby and thereby and the consummation by them the Purchaser and Merger Sub of the transactions contemplated hereby nor compliance by them with any of the provisions hereof and thereby will directly not result in a violation or indirectly breach of, conflict with, constitute (with or without due notice or lapse of time or both): ) a default (ior give rise to any right of termination, cancellation, payment or acceleration) contraveneunder, conflict with or result in a violation the creation of any Lien on any of the properties or assets of the Purchaser or Merger Sub under (Ai) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent Purchaser or Merger Sub; (ii) contraveneany Law or Order applicable to the Purchaser or Merger Sub or by which any of their respective properties or assets may be bound; (iii) any of the terms, conflict withconditions or provisions of any Contract to which the Purchaser or Merger Sub is a party, or result in a violation ofby which the Purchaser, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, Sub or any of the their respective properties or assets owned or used by each of them, may be subject, or (iii) require a Consent from any Personis bound; except, except in the case of clauses (ii) and (iii)) above, for any such conflicts, violations, breaches, conflicts or defaults which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Purchaser or Merger Sub. (b) Except for: (i) such filings of reports under the applicable requirements of the Exchange Act; (ii) the applicable requirements of the NASDAQ Stock Market LLC; (iii) the filing and effectiveness of the Registration Statement; and (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL; no consent, approval, or authorization of, or declaration, filing or registration with, any Governmental Authority or any other occurrences that would not prevent Person will be required to be made or impair obtained by the ability of Parent Purchaser or Merger Sub from consummating in connection with the transactions contemplated hereby in any material respectexecution, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does notdelivery, and the performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectthereby.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsWith respect to each Seller, neither the execution, execution and delivery or performance by such Seller of this Agreement by Parent or Merger Sub the other Transaction Documents to which it is a party, nor the consummation by them such Seller of the transactions contemplated hereby nor compliance by them with any of the provisions hereof or thereby, will directly or indirectly (with or without notice or lapse of time or both): (i) contraveneviolate any applicable Law, conflict with (ii) breach or result in a violation of (A) violate any provision of such Seller’s constituent documents, (iii) except as set forth on Schedule 4.3(a)(iii) of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contraveneSeller Disclosure Letter, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party a right to accelerate, terminate or modify or cancel, any Assigned Contract or Shared Contract or result in a violation ofthe modification, revocation or suspension of any Permit, or give (iv) except as set forth on Schedule 4.3(a)(iv) of the Seller Disclosure Letter, result in the creation of any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or Encumbrance upon any of the respective assets owned or used by each of themAcquired Assets, may be subject, or (iii) require a Consent from any Person; except, in the case of each of clauses (iii) and (iii), for any such conflictswhere such, violationsconflict, breachesbreach, defaults default, acceleration, termination, modification, revocation or other occurrences that suspension would not reasonably be expected to adversely affect the Acquired Assets, Assumed Liabilities or the Business in any material respect or would not reasonably be expected to prevent or impair materially delay the ability consummation by such Seller of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in or any material respectof the other Transaction Documents to which it is a party. (iib) The Neither the execution and delivery by any Seller of this Agreement by Parent and Merger Sub does notor the other Transaction Documents to which any Seller is a party, and the performance of this Agreement and nor the consummation by any Seller of the transactions contemplated hereby or thereby will not, require any Consent of, or filing with or notification to, of any Governmental BodyAuthority or any other Person on the part of any Seller, except as contemplated by Section 6.4(b) and other than (i) for any Consent the pre-merger notification requirements failure of applicable Antitrust lawswhich to be obtained would not reasonably be expected to adversely affect the Acquired Assets, Assumed Liabilities or Business in any material respect or would not reasonably be expected to prevent or materially delay the consummation by such Seller of the transactions contemplated by this Agreement or any other Transaction Documents to which it is a party, (ii) any Consent that is required as a result of any facts or circumstances relating solely to Buyer or any of its Affiliates, and (iiiii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability Consents set forth on Schedule 4.3(b) of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectSeller Disclosure Letter.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does notPurchaser nor the consummation by Parent and Purchaser of the transactions contemplated hereby will (i) violate any provision of the respective certificate of incorporation or by-laws of Parent or Purchaser, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their assets may be bound or (iii) assuming that all consents, authorizations and the performance approvals contemplated by Section 5.3(b) have been obtained and all filings contemplated thereby have been made, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of this Agreement and its Subsidiaries or any of their properties or assets; except for such violations, breaches, defaults, terminations, amendments, cancellations or accelerations which would not materially impair or delay the consummation of the transactions contemplated hereby will notby this Agreement. (b) No filing or registration with, require any Consent of, or filing with or notification to, or authorization, consent or approval of, any Governmental BodyEntity is required in connection with the execution and delivery of this Agreement by Parent and Purchaser or the consummation by Parent and Purchaser of the transactions contemplated hereby, except (i) for the pre-merger notification applicable requirements of applicable Antitrust lawsunder Competition Laws, and (ii) where failure applicable requirements under the Exchange Act, (iii) the filing of the Certificate of Merger with the Secretary of State, (iv) applicable requirements under state securities or "blue sky" laws of various states or non-United States change-in-control laws or regulations, (v) applicable requirements pursuant to obtain (S) 203 of the FPA and (vi) such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made would not prevent materially impair or impair delay the ability consummation of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery delivery, or performance of this Agreement hereof by Parent or Merger Sub SFEG nor the consummation by them SFEG of the transactions contemplated hereby nor compliance by them Merger or any other Transactions will (i) violate any provision of any SFEG Entity’s Organizational Documents, (ii) materially violate, materially conflict with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event that, with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time time, or both): (i, would constitute a material default) contraveneunder, conflict with or result in the termination of or a violation right of (A) any provision of the Organizational Documents of Parent or Merger Subtermination, cancellation, or (B) any resolution adopted by amendment under, accelerate the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict withperformance required by, or result in a violation ofthe creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any SFEG Entity under, or give result in an increase in the amount of any Governmental Body compensation or other Person the right to exercise any remedy or obtain any relief underbenefit payable pursuant to, any Legal Requirement of the terms, conditions, or provisions of any order, injunction, writ or decree Contract to which Parent any SFEG Entity is a party or Merger Sub, by which any SFEG Entity or any of the their respective assets owned or used by each of them, may be subjectproperties is bound, or (iii) require materially conflict with or materially violate any material Law applicable to any SFEG Entity or any of their respective properties or assets. (b) No Consent of, to, or with any other Person is required to be obtained, given, or made by any SFEG Entity in connection with the execution, delivery, and performance hereof by SFEG or the consummation by SFEG of the Merger or any other Transactions, except for (i) the filing with the SEC of the Proxy Statement in definitive form relating to the meeting of SFEG’s stockholders to be held in connection with the approval and adoption hereof and the Transactions, and the filing and declaration of effectiveness of the registration statement on Form F-4 (the “F-4”) in which the Proxy Statement will be included as a Consent from any Person; exceptprospectus, in the case of clauses (ii) any other filings required under U.S. Federal and (iii)State securities or “Blue Sky” Laws, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does notapplicable non- U.S. Laws, and the performance rules of this Agreement the NYSE MKT LLC (“NYSE MKT”), (iii) the adoption hereof and the consummation approval of the transactions contemplated hereby will notMerger by SFEG Required Vote, require any Consent of, or (iv) the filing of the Certificate of Merger with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements Secretary of applicable Antitrust lawsState, and (iiv) where failure the Consents required pursuant to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating Contracts listed in the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectSEC Documents.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the Company does not and the consummation by them the Company of the transactions contemplated hereby nor compliance by them with any of the provisions hereof Transactions will directly or indirectly (with or without notice or lapse of time or both): not (i) contravenesubject to the filing with and acceptance by the Secretary of State of the State of Delaware of the Restated Certificate, conflict with or result in a violation of (A) any provision provisions of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger SubCompany; (ii) contraveneviolate any Applicable Law or rules of any Self-Regulatory Organization (assuming compliance with the matters set forth in Section 3.3(b)); (iii) result, conflict withafter the giving of notice, with lapse of time or otherwise, in any violation, default or loss of a benefit under, or result in a violation of, permit the acceleration or give termination of any Governmental Body obligation under or other Person the right to exercise require any remedy consent or obtain any relief notice under, any Legal Requirement or any order, injunction, writ or decree contract relating to material indebtedness to which Parent the Company is a party; or Merger Sub, (iv) result in the creation or imposition of any Lien upon any properties or assets of the respective assets owned or used by each of themCompany, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii), (iii) and (iiiiv), for any such conflicts, violations, breaches, defaults or other occurrences that as would not prevent reasonably be expected to have, individually or impair in the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectaggregate, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect. (iib) The No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or Self-Regulatory Organization is required to be made or obtained by the Company in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Company or the consummation by the Company of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental BodyTransactions, except for (i) for the pre-merger notification requirements filing of applicable Antitrust lawsthe Restated Certificate with the Secretary of State of the State of Delaware in accordance with the DGCL, and (ii) where the filing of Form D with the SEC and such filings as are required to be made under applicable state securities laws in connection with the issuance of the Purchased Shares and (iii) any such action, consent, approval, registration or filing, the failure to obtain such Consents, or of which to make such filings or notifications, obtain would not prevent reasonably be expected to have, individually or impair in the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectaggregate, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents The execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the Company does not and the consummation by them the Company and the Company Subsidiaries of the transactions contemplated hereby nor compliance by them Transactions will not: (i) assuming receipt of the Company Stockholder Approval, conflict with any provisions of the provisions hereof will directly Constituent Documents of the Company or indirectly any Company Subsidiary; (ii) assuming receipt of the Company Stockholder Approval, violate any Law or rules of any Self-Regulatory Organization (assuming compliance with or without notice or the matters set forth in Section 4.6(b) (Consents and Approvals)); (iii) result, after the giving of notice, with lapse of time or both): (i) contraveneotherwise, conflict with in any violation, default or result in loss of a violation of (A) any provision of the Organizational Documents of Parent or Merger Subbenefit under, or (B) permit the acceleration or termination of any resolution adopted by the board of directors obligation under or the stockholders of Parent require any consent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief notice under, any Legal Requirement or any order, injunction, writ or decree Contract to which Parent or Merger Sub, the Company or any of the respective Company Subsidiaries is a party; (iv) result in the creation or imposition of any Lien upon any properties or assets owned of the Company or used by each of them, may be subject, any Company Subsidiary; or (iiiv) require a Consent from cause the suspension or revocation of any Person; Company Permit, except, in the case of clauses (ii) and ), (iii), for any such conflicts(iv) and (v), violations, breaches, defaults or other occurrences that as would not prevent reasonably be expected to have, individually or impair in the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectaggregate, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect. (iib) The No clearance, consent, approval, Order, license or authorization of, or declaration, registration or filing with, or notice to, or Permit issued by, any Governmental Entity or Self-Regulatory Organization is required to be made or obtained by the Company or any Company Subsidiary in connection with the execution and or delivery of this Agreement by Parent the Company or the consummation by the Company and the Company Subsidiaries of the Transactions, except for: (i) compliance by the Company with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”), the required filings or notifications under any foreign antitrust merger control Laws set forth on Section 4.6(b) of the Company Disclosure Letter (the “Foreign Competition Laws”); (ii) the filing of the Certificate of Merger Sub does notwith the Secretary of State in accordance with the DGCL; (iii) (A) the filing with the U.S. Securities and Exchange Commission (the “SEC”) of the Joint Proxy Statement/Prospectus in accordance with Regulation 14A promulgated under the Exchange Act, (B) the filing with the SEC, and the performance declaration of effectiveness under the Securities Act, of the registration statement on Form S-4 in connection with the Parent Share Issuance in which the Joint Proxy Statement/Prospectus will be included as a prospectus (the “Form S-4”) and (C) the filing with the SEC of such reports under, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with, this Agreement and the Transactions; (iv) such consents, registrations, declarations, notices or filings as are required to be made or obtained under the securities or “blue sky” Laws of various states in connection with the Parent Share Issuance; (v) such filings with and approvals of the Nasdaq Global Market as are required to permit the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for Merger and the pre-merger notification requirements listing of applicable Antitrust laws, the shares of Parent Common Stock to be issued as Merger Consideration; and (iivi) where any such other clearance, consent, approval, Order, license, authorization, declaration, registration, filing, notice or Permit, the failure to obtain such Consents, or of which to make such filings or notifications, obtain would not prevent reasonably be expected to have, individually or impair in the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectaggregate, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecta Material Adverse Effect.

No Violations; Consents and Approvals. (i) Except for filings, permits, authorizations, Consents consents and approvals as may be required under, and other applicable requirements of, any applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub Bxxxxxxxx nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents charter, by-laws or other organizational document of Parent or Merger SubBxxxxxxxx, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger SubBxxxxxxxx; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body Entity or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement Governmental Regulation or any order, injunction, writ or decree to which Parent or Merger SubBxxxxxxxx, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub Bxxxxxxxx from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub Bxxxxxxxx from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub Bxxxxxxxx does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental BodyEntity, except (i) for the a pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consentsconsent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub Bxxxxxxxx from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectTransaction.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the The execution, delivery or and performance of each of this Agreement and the other Transaction Documents by Parent or Merger Sub nor the Seller do not, and the consummation by them it of the transactions contemplated hereby nor compliance by them with and thereby will not: (i) violate any provision of the provisions hereof will directly Articles of Incorporation or indirectly Bylaws of the Seller or the Company, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or acceleration) under any of the respective terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, option, employment agreement, contract, undertaking, understanding, covenant, agreement or other instrument or document (collectively, a "Contract") to which the Seller or the Company is a party or by which any of its properties or assets owned or used by each of them, may be bound or otherwise subject, except for any Required Consents, or (iii) require a Consent from violate any Person; except, in Law applicable to the case Seller or the Company or any of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectproperties or assets. (iib) The execution No filing or registration with, notification to, or authorization, consent or approval of, any legislative or executive agency or department or other regulatory service, authority or agency or any court, arbitration panel or other tribunal or judicial authority of any Governmental Entity or Person, is required in connection with the execution, delivery and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and or any of the other Transaction Documents by the Seller or the consummation by the Seller of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyand thereby, except (i) for the pre-merger notification requirements of applicable Antitrust lawssuch consents, and (ii) where failure to obtain such Consentsapprovals, or to make such filings or orders, authorizations, notifications, would not prevent notices, estoppel certificates, releases, registrations, ratifications, declarations, filings, waivers, exemptions or impair the ability of Parent variances (each a "Consent") with respect to any License (as defined in Section 3.8(c)) or Merger Sub from consummating the transactions contemplated hereby in any material respect, Law or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectas are set forth on Schedule 3.4(b) hereof (the "Required Consents").

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the The execution, delivery or performance by the Grantor of this Agreement by Parent or Merger Sub nor Security Agreement; the consummation by them the Grantor of the transactions contemplated hereby nor compliance hereby; and the performance by them with any the Grantor of its obligations hereunder (i) will not result in a violation or breach of the provisions hereof Grantor's Certificate of Incorporation or its By-laws and (ii) will directly not result in a violation or indirectly breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both): (i) contraveneunder, conflict with or result in the creation of any lien, mortgage, charge, encumbrance or security interest of any kind (a violation "Lien") upon any of the properties or assets of the Grantor under, (A) any provision of the Organizational Documents terms, conditions or provisions of Parent any note, bond, mortgage, indenture, contract, agreement, obligation, instrument, offer, commitment, understanding or Merger Subother arrangement (each a "Contract") or of any license, waiver, exemption, order, franchise, permit or concession (each a "Permit") to which the Grantor is a party or by which any of its properties or assets may be bound, or (B) any resolution adopted by subject to the board of directors or the stockholders of Parent or Merger Sub; governmental filings and other matters referred to in clause (iib) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief underbelow, any Legal Requirement or any judgment, order, injunctiondecree, writ statute, law, regulation or decree rule applicable to which Parent or Merger Subthe Grantor, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses clause (ii) and (iii), for any such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or other occurrences acceleration or Liens that would not prevent not, individually or impair in the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectaggregate, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respecthave a Material Adverse Effect. (iib) The execution and No consent, approval, order or authorization of, or registration, declaration or filing with, any government or any court, administrative agency or commission or other governmental authority or agency, federal, state, local or foreign is required with respect to the Grantor in connection with the execution, delivery or performance by the Grantor of this Agreement by Parent and Merger Sub does notSecurity Agreement, and the performance of this Agreement and the consummation by the Grantor of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodythe performance by the Grantor of its obligations hereunder, except (i) for as may be required in connection with the pre-merger notification requirements sale, transfer or disposition of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectPledged Collateral.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery delivery, or performance of this Agreement hereof by Parent or IGS and Merger Sub nor the consummation by them IGS and Merger Sub of the transactions contemplated hereby nor compliance by them Merger or any other Transactions will (i) violate any provision of any IGS Entity’s Organizational Documents, (ii) materially violate, materially conflict with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event that, with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time time, or both): (i, would constitute a material default) contraveneunder, conflict with or result in the termination of or a violation right of (A) any provision of the Organizational Documents of Parent or Merger Subtermination, cancellation, or (B) any resolution adopted by amendment under, accelerate the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict withperformance required by, or result in a violation ofthe creation of any Lien (other than Permitted Liens), upon any of the properties or assets of any IGS Entity under, or give result in an increase in the amount of any Governmental Body compensation or other Person the right to exercise any remedy or obtain any relief underbenefit payable pursuant to, any Legal Requirement of the terms, conditions, or provisions of any order, injunction, writ or decree material Contract to which Parent any IGS Entity is a party or Merger Sub, by which any IGS Entity or any of the their respective assets owned or used by each of them, may be subjectproperties is bound, or (iii) require materially conflict with or materially violate any material Law applicable to any IGS Entity, or any of their respective properties or assets. (b) No Consent of, to, or with any other Person is required to be obtained, given, or made by any IGS Entity in connection with the execution, delivery, and performance hereof by IGS and Merger Sub or the consummation by IGS and Merger Sub of the Merger or any other Transactions, except for (i) the filing with the SEC of the Proxy Statement in definitive form relating to the meeting of SFEG’s stockholders to be held in connection with the approval and adoption hereof and the Transactions, and the filing and declaration of effectiveness of the registration statement on the F-4 in which the Proxy Statement will be included as a Consent from any Person; exceptprospectus, in the case of clauses (ii) any other filings required under U.S. federal and state securities or “Blue Sky” Laws, applicable non- U.S. Laws and the rules of the ASX, (iii)) filing IGS Shareholder Meeting Notice of Meeting with ASX, for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair (iv) the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, adoption hereof and the performance of this Agreement and the consummation approval of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust lawsMerger and relevant Transactions by IGS Required Vote, and (iiv) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability filing of Parent or the Certificate of Merger Sub from consummating with the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectSecretary of State.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them Valhi and Sub with any of the provisions hereof will directly conflicts with, violates or indirectly (with or without notice or lapse results in any breach of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents Certificate of Parent Incorporation or Merger Bylaws of either of Valhi or Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contraveneany contract, conflict withagreement, instrument or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree understanding to which Parent Valhi or Merger SubSub is a party or by which Valhi, Sub or any of the their respective assets owned or used by each of them, may be subjectproperties is bound, or (iii) require any law, judgment, decree, order, statute, rule or regulation (a Consent from "Law") of any Person; exceptjurisdiction or Governmental Authority (as defined below) applicable to Valhi or Sub or any of their respective assets or properties, other than, in the case of the foregoing clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults violations or other occurrences breaches that would not prevent reasonably be expected to have a Valhi Material Adverse Effect or impair for which Valhi or Sub have received or, prior to the ability of Parent Merger, shall have received appropriate consents or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectwaivers. (iib) The No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required by or with respect to Valhi in connection with the execution and delivery of this Agreement by Parent Valhi or Sub or the consummation by Valhi or Sub of the transactions contemplated hereby, except for (i) the filing with the Securities and Merger Sub does not, and Exchange Commission (the performance "SEC") of (x) a proxy statement relating to the approval by Tremont's stockholders as set forth in Section 4.15 (the "Tremont Stockholders' Approval") of this Agreement and the consummation transactions contemplated hereby (as amended or supplemented from time to time, the "Proxy Statement"), (y) a registration statement on Form S-4 (or other appropriate form) in connection with the registration of the Valhi Common Stock to be issued in the Merger (as amended or supplemented from time to time, the "Registration Statement") and (z) such reports under Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as may be required in connection with this Agreement and the transactions contemplated hereby will nothereby, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and (iii) such Consentsother consents, approvals, orders, authorizations, registrations, declarations, licenses and filings (A) as may be required under (1) federal, state or to make such filings local environmental laws or notifications(2) the "blue sky" laws of various states or (B) that, if not obtained or made, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectreasonably be expected to have a Valhi Material Adverse Effect.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or performance of this Agreement by Parent or Merger Purchaser and Sub nor the consummation by them Purchaser and Sub of the transactions contemplated hereby nor compliance by them with (i) violate any provision of the provisions hereof will directly respective certificate of incorporation or indirectly by-laws of Purchaser or Sub, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any ordermaterial note, injunctionbond, writ mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or decree other instrument to which Parent or Merger Sub, Purchaser or any of the respective its Subsidiaries is a party or by which any of them or any of their assets owned or used by each of them, may be subject, bound or (iii) require a Consent from violate any Personorder, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to Purchaser, any of its Subsidiaries or any of their properties or assets; exceptexcept in 20 (b) No filing or registration with, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respectnotification to, or otherwise prevent Parent authorization, consent or Merger Sub from exercising their respective rights under this Agreement approval of, any Governmental Entity is required in any material respect. (ii) The connection with the execution and delivery of this Agreement by Parent Purchaser and Merger Sub does not, and the performance of this Agreement and or the consummation by Purchaser and Sub of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for filings with the pre-FTC and with the DOJ pursuant to the HSR Act, (ii) applicable requirements under the Exchange Act, (iii) the filing of the certificate of merger notification or, if applicable, a certificate of ownership and merger with the Secretary of State, (iv) applicable requirements under corporation or "blue sky" laws of applicable Antitrust lawsvarious states, and (iiv) where failure to obtain such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made (A) would not prevent or impair have a Purchaser Material Adverse Effect, (B) would not materially adversely affect the ability of Parent Purchaser or Merger Sub from consummating to consummate the transactions contemplated hereby in any material respectthis Agreement, or otherwise prevent Parent (C) become applicable as a result of the business or Merger activities in which Purchaser or Sub from exercising their respective rights under this Agreement in is or proposes to be engaged or as a result of any material respectacts or omissions by, or the status of any facts pertaining to, the Company.

No Violations; Consents and Approvals. (a) Neither the execution, delivery or performance of this Agreement by the Purchaser nor the consummation by the Purchaser of the transactions contemplated hereby nor compliance by the Purchaser with any of the provisions hereof will (i) Except for conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of the Purchaser, (ii) subject to obtaining the Company Required Approvals, require any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration or result in the creation of any Lien) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, permit, franchise, concession, contract, agreement or other instrument or obligation to which the Purchaser is a party or by which it or any of its properties or assets may be bound or (iv) violate any order, writ, injunction, judgment, decree, statute, law, rule, regulation, ordinance, permit or license applicable to the Purchaser or any of its properties or assets, excluding from the foregoing clauses (ii), (iii) and (iv) violations, breaches, defaults, Liens and failures to obtain filings, permits, authorizations, Consents consents and approvals which would not, individually or in the aggregate, have a Purchaser Material Adverse Effect. (b) No declaration, filing, permit, consent, registration or notice to or authorization or approval of any Governmental Entity is necessary for the execution, delivery or performance of this Agreement by the Purchaser, the consummation by it of the transactions contemplated hereby or compliance by them with any of the provisions hereof, except for declarations, filings, permits, consents, registrations, notices, authorizations and approvals as may be required under, and other applicable requirements of, applicable Antitrust lawsthe Exchange Act, neither the executionHSR Act, delivery foreign antitrust or performance of this Agreement by Parent completion laws or Merger Sub nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly regulations, state securities or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a Consent from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect. (ii) The execution and delivery of this Agreement by Parent and Merger Sub does not, blue sky laws and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectDGCL.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents Neither the execution and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither the execution, delivery or performance of this Agreement by Parent or Merger Sub Dow nor the consummation by them Dow of the transactions contemplated hereby nor compliance by them with will (i) violate any provision of the provisions hereof will directly Certificate of Incorporation or indirectly By-Laws of Dow; (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contraveneor give rise to any right of termination, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Subamendment, cancellation, or (Bacceleration) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any order, injunction, writ or decree to which Parent or Merger Sub, or under any of the respective terms, conditions or provisions of any note, bond, mortgage, indenture, guarantee, other evidence of indebt- edness, lease, license, contract, agreement or other instrument or obligation to which Dow is a party or by which its assets owned or used by each of them, may be subject, bound; or (iii) require a Consent from assuming that all consents, authorizations and approvals contemplated by Section 4.3(b) below have been obtained and all filings contemplated thereby have been made, violate any Personorder, writ, injunction, decree, statute, rule or regulation applicable to Dow or any of its properties or assets; exceptin each case, in the case of clauses (ii) and (iii), except for any such conflicts, violations, breaches, defaults defaults, terminations, amendments, cancellations or other occurrences that accelerations which would not individually or in the aggregate be reasonably expected to prevent or impair the ability consummation by Dow of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under by this Agreement in any material respectAgreement. (iib) The No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity is required in connection with the execution and delivery of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Dow or the consummation by Dow of the transactions contemplated hereby will not, require any Consent of, or filing with or notification to, any Governmental Bodyhereby, except (i) for the pre-merger notification applicable requirements of applicable Antitrust laws, and under Competition Laws; (ii) where failure applicable requirements under the Exchange Act; (iii) applicable requirements under state securities and Blue Sky laws; (iv) applicable requirements pursuant to obtain (s) 203 of the FPA; and (v) such Consentsother consents, or to make such filings or approvals, orders, authorizations, notifications, registrations, declarations and filings, the failure of which to be obtained or made would not prevent or impair the ability consummation by Dow of Parent or Merger Sub from consummating the transactions contemplated hereby in by this Agreement. (c) As of the date hereof, neither Dow, nor any material respectof its properties or assets is subject to any order, writ, judgment, injunction, decree, determination or otherwise award which would prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respectthe consummation by Dow of the transactions contemplated hereby.

No Violations; Consents and Approvals. (ia) Except for filings, permits, authorizations, Consents and approvals as may be required under, and other applicable requirements of, applicable Antitrust laws, neither Neither the execution, delivery or and performance of this Agreement by Parent or Merger Sub the Sellers nor the consummation by them the Sellers of the transactions contemplated hereby nor compliance by them with will (i) violate any provision of the provisions hereof will directly certificate of incorporation or indirectly bylaws of either of the Sellers, (ii) except as set forth in Section 3.4(a) of the Seller Disclosure Schedule, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both): ) a default (i) contravene, conflict with or result in a violation of (A) any provision of the Organizational Documents of Parent or Merger Sub, or (B) any resolution adopted by the board of directors or the stockholders of Parent or Merger Sub; (ii) contravene, conflict with, or result in a violation of, or give rise to any Governmental Body right of termination, amendment, cancellation or other Person the right to exercise any remedy or obtain any relief acceleration) under, any Legal Requirement of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Sellers or to the knowledge of the Sellers, the Company or any of its Subsidiaries, is a party or (iii) violate any order, writ, injunction, writ decree, statute, rule or decree regulation applicable to which Parent the Sellers or Merger Sub, the Shares or any of the respective assets owned Sellers’ properties or used by each of themassets, may be subject, or (iii) require a Consent from any Person; except, except in the case of the preceding clauses (ii) and (iii), for any such those conflicts, breaches, violations, breaches, defaults or other occurrences accelerations that would not prevent not, individually or impair in the aggregate (x) have, or be reasonably likely to have a material adverse effect on the ability of Parent the Sellers to (1) perform their obligations under this Agreement or Merger Sub from consummating (2) consummate the transactions contemplated hereby in any material respector (y) reasonably be likely to (1) adversely affect the attributes of, or otherwise prevent Parent material benefits associated with, ownership of the Shares by the Purchaser (including dividend and voting rights) at and following the Closing or Merger Sub from exercising their respective rights under this Agreement (2) result in the Purchaser incurring a material liability. No representation is being made with regard to any material respectconflicts, breaches, violations, defaults or accelerations which occur by reason of the regulatory or legal status of the Purchaser, JCF or DSC or facts specifically pertaining to any of them. (iib) The execution Except as disclosed in Section 3.4(b) of the Seller Disclosure Schedule, no filing or registration with, notification to, or authorization, consent, approval or waiver of, any Governmental Entity (as defined below) is required in connection with the execution, delivery and delivery performance of this Agreement by Parent and Merger Sub does not, and the performance of this Agreement and Sellers or the consummation by the Sellers of the transactions contemplated hereby will nothereby. For the purposes of this Agreement, require “Governmental Entity” shall mean any Consent of(A) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, (B) governmental or quasi-governmental entity of any nature, including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, taxing authority or unit and any court or other tribunal (foreign, federal, state or local), (C) Person, or filing with body exercising, or notification toentitled to exercise, any Governmental Bodyexecutive, except legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature, including the Department (i) for the pre-merger notification requirements of applicable Antitrust laws, and (ii) where failure to obtain such Consents, or to make such filings or notifications, would not prevent or impair the ability of Parent or Merger Sub from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Parent or Merger Sub from exercising their respective rights under this Agreement in any material respect.as defined below),