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

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the articles of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the articles of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, including governmental or affectednon-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, treat, gather, transport, compress, purchase, sell, dispose and operate interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local local, tribal or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, constitution, principle of common law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii)) above, for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents, waivers or approvals are or may be required in connection with the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above). (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, tribal, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the approval and adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) ), or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate Statement of Merger with the Secretary of StateState and the Second Merger State Filings with the Secretary of State and the Secretary of State of the State of Delaware, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this AgreementNasdaq, and (viivi) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyCompany or the Surviving Company or materially impair the ability of the Company to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, including governmental or affectednon-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii)) above, for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above). (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the approval and adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) ), or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyCompany or the Surviving Corporation or materially impair the ability of the Company to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor Buyer, the consummation by the Company Buyer of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under any provision of any of the Company Buyer Organizational Documents, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Buyer or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to which the Company Buyer or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b4.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyBuyer, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), ) for such conflicts, violations, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyBuyer. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Company Buyer or the consummation by the Company Buyer of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iviii) the filing of the Certificate of Merger with the Secretary of State, (viv) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (viv) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, Agreement and (viivi) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence failure of which to be obtained or unavailability or whichmade, individually or in the aggregate, has have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyBuyer.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of Neither the Company Disclosure Letter, neither the execution, execution and delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the Articles of Incorporation or By-Laws of the Company Organizational DocumentsCompany, (ii) violate, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required byacceleration, or result in to the creation imposition of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries Lien) under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, or any lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit obligation, to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, breaches or defaults or Liens which, individually or which in the aggregate, have not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on or materially impair or delay the Companyconsummation of the transactions contemplated hereby. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “"Governmental Entity”Authority") 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) Shareholder Approval of the Proxy Statement in definitive form relating Second Tranche Transactions, (ii) pursuant to applicable requirements under the meeting Exchange Act and the HSR Act, and (iii) such other consents, approvals, authorizations, and notifications, of or to any Person, other than a material consent, approval, authorization and notification of or to any Governmental Authority, the Company’s stockholders failure of which to be held obtained or made in connection with this Agreement and the aggregate would not have a Material Adverse Effect or materially impair or delay the consummation of the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company Parent nor the consummation by the Company Parent of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of the certificate of incorporation or the bylaws of Parent, or the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsParent’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company Parent or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, including governmental or affectednon-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting Parent or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in Hydrocarbons and associated fixtures or structures for a specified period of time, or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent, any of its their respective Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii)) above, for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on Parent. Section 4.4(a) of the CompanyParent Disclosure Letter sets forth a correct and complete list of Parent Material Contracts, including all Hydrocarbon Contracts, of Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above). (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Company Parent or the consummation by the Company Parent of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger Parent Proposal by the Company Required Parent Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) the filing of an amendment to the Certificate of Incorporation of Parent with the Secretary of State to increase the number of authorized shares of Parent Common Stock and to effectuate any other amendment contemplated by this Agreement and the transactions hereunder, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this AgreementNasdaq, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on Parent or materially impair the Companyability of the Parent to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by Lilis or the Company Merger Sub nor the consummation by Lilis or the Company Merger Sub of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the Organizational Documents of Lilis or the Company Organizational DocumentsMerger Sub, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Lilis or the Company or any of its Subsidiaries Merger Sub under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which Lilis or the Company or any of its Subsidiaries Merger Sub is a party or by which any of them or any of their respective assets or properties or assets may be bound or affected, (iii) assuming that the consents and approvals consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b4.4(b) are duly and timely obtained or made, the approval of the transactions contemplated hereby by Lilis as the sole stockholder of the Merger Sub has been obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to Lilis or the CompanyMerger Sub, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which, that individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyLilis. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required to be obtained or made by Lilis or the Merger Sub in connection with the execution, delivery and performance of this Agreement by Lilis and the Company Merger Sub or the consummation by Lilis and the Company Merger Sub of the Merger or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the filing Exchange Act, (ii) compliance with any applicable requirements of the Securities and Exchange Commission Act, (iii) compliance with any applicable state securities or “blue sky” or Takeover Laws, (iv) the “SEC”) approval of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and hereby by Lilis as the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval sole stockholder of the Merger by the Company Required VoteSub, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (ivv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules State of the NYSEState of Delaware, (vi) such filings and consents or approvals as of any Governmental Entity that are required to be made or normally obtained under after the securities or “Blue Sky” laws consummation of various states in connection with the issuance this type of Buyer Common Stock pursuant to this Agreement, transaction and (vii) any such consentsfiling, approvalsregistration, ordersdeclaration, authorizationsnotification, notificationsorder, registrationsauthorization, declarations and filings consent or approval that the absence failure to obtain or unavailability or which, make individually or in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyLilis.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement Plan by the Company or the Bank nor the consummation by the Company or the Bank of the transactions contemplated hereby will constitute (A) a breach or violation of, or a default under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries (or any of their respective properties) is subject, or enable any person to enjoin the Merger, the Bank Merger or any the other transactions contemplated hereby will and thereby, (iB) conflict with a breach or constitute violation of, or a default under, the certificate of incorporation or by-laws or similar organizational documents of the Company or any of its Subsidiaries or (C) a breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) 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, which with due notice or lapse of time, time or both, both would constitute a default) default under), or result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) underof, accelerate the performance required by, or result in the creation of any Lien lien, pledge, security interest, charge or other encumbrance upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee loan agreement or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party party, or by to which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming provided, however, that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable respect to the CompanyBank and the Bank Merger, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right foregoing representation is subject to purchase or acquire any material asset the execution and delivery of the Company or any Bank Merger Documents and the receipt of its Subsidiaries; except in the case of clause Bank Merger Approval. (ii) and clause Except for (iii), for such conflicts, violations, breaches, defaults or Liens which, individually or in A) the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required in connection of an application with the executionOffice of Thrift Supervision (the "OTS") and approval of such application, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transactions contemplated hereby, except for (iB) the filing with the Securities and Exchange Commission (the “"SEC”") of the Proxy Statement a proxy statement in definitive form relating to the meeting of the Company’s 's stockholders to be held in connection with this Agreement Plan and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 hereby (the “S-4”) in which the "Proxy Statement will be included as a prospectusStatement"), (iiC) the adoption of this Agreement and the approval agreement of merger (within the meaning of Section 251 of the Merger State Corporation Law) contained in this Plan by the Company Required Voterequisite vote of the stockholders of the Company, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (ivD) the filing of the Certificate certificate of Merger merger with the Secretary of StateState of the State of Delaware pursuant to the State Corporation Law (the "Certification of Merger"), (vE) any consentsthe consents and approvals set forth in Section 3.3 (f)(ii) of the Company's Disclosure Letter, authorizations, approvals, filings or exemptions in connection with compliance (F) the filing with the rules OTS of a registration statement covering the issuance and distribution of the NYSE, (vi) Secondary Participation Interests and the declaration of the effectiveness of such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreementregistration statement, and (viiG) such consents, approvals, orders, authorizations, notifications, registrations, declarations consents and filings approvals of third parties which are not Governmental Entities (as defined below) the absence or unavailability or which, individually or in the aggregate, has failure of which to obtain will not had have and would not be reasonably likely expected to have or result in a Material Adverse Effect on the Company, no consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality (each a "Governmental Entity") or with any third party are necessary in connection with the execution and delivery by the Company of this Plan and the Option Agreement and the consummation by the Company of the Merger and the other transactions contemplated hereby, and the Company knows of no reason why the Requisite Regulatory Approvals (as defined in Section 5.1(b)) should not be obtained.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, delivery and or performance of this Agreement by the Company nor Company, School, Travel, Technology or Print of each Transaction Agreement to which any of them is or will be a party or the consummation by the Company or School, Travel, Technology or Print of the Merger or any other transactions contemplated hereby thereby (A) will (i) conflict with result in a violation or constitute a breach of the Company Charter or violation ofthe Company By-laws, the articles of incorporation or a default under any provision by-laws of School, Travel, Technology or Print or the organizational documents of any of the Company Organizational Documents, Retained Subsidiaries or (iiB) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien lien, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or any of its Subsidiaries Retained Companies under, or result (1) subject to the govern mental filings and other matters referred to in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toclause (ii) below, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitinstrument, plan offer, commitment, understanding or other legally binding instrument arrangement (each a "Contract") or obligation of any license, waiver, exemption, order, franchise, permit or Permit concession (each a "Permit") to which the Company or any of its Subsidiaries the Retained Companies is a party or by which any of them or any of their respective properties or assets may be bound (except for the Company's credit facility with Bankers Trust Company in effect on the date hereof), or affected, (iii2) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (ii) are duly obtainedbelow, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyRetained Companies, any of its Subsidiaries or any of their respective properties or assetsexcept, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iiiB), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or acceleration or Liens whichthat would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyRetained Companies, taken as a whole. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required VoteExcept for consents, (iii) such filingsapprovals, authorizations orders, authorizations, registrations, declarations or approvals filings as may be required under under, and other applicable requirements of, the Securities Act of 1933, as amended (A) the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (the rules and regulations thereunder (“"HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals"), filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” "blue sky" laws and filings or consents referred to in Schedule 3.01(c)(ii), 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 or local or foreign (a "Governmental Entity"), is required with respect to the Company, School, Travel, Technology or Print or any of various states their respective Subsidiaries, in connection with the issuance execution, delivery or performance by each of Buyer Common Stock pursuant the Company, School, Travel, Technology and Print of each Transaction Agreement to this Agreementwhich any of them is or will be a party or the consummation by the Company and School, Travel, Technology and Print of the Transactions contemplated thereby (vii) except where the failure to obtain such consents, approvals, orders, orders or authorizations, notifications, or to make such registrations, declarations and declarations, filings the absence or unavailability or whichagreements would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyRetained Companies, taken as a whole).

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, delivery or performance by Acquiror and performance Sub of this any Reorganization Agreement by or the Company nor Assignment and Assumption Agreements, in each case, to which it is a party or the consummation by the Company each of Acquiror and Sub of the Merger or any other transactions contemplated hereby thereby (A) will conflict with, or result in a violation or breach of, the charter or by-laws of Acquiror or Sub or (iB) will conflict with with, or constitute result in a violation or breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration of any material obligation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Acquiror or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, Sub under (1) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit Contract to which the Company Acquiror or any of its Subsidiaries Sub is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federalPermit, stateor (2) to the knowledge of the Acquiror subject to the Regulatory Filings, local or foreign order, writ, injunction, any judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyAcquiror or Sub, any of its Subsidiaries or any of their respective properties or assetsexcept, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iiiB), for such conflicts, violations, breaches, defaults defaults, rights, losses or Liens whichthat, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (b) No filing or registration withAcquiror and its Subsidiaries, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included taken as a prospectus, whole. A-21 (ii) Except for the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedRegulatory Filings, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations declarations, filings and agreements expressly provided for in the Reorganization Agreements or set forth in Section 5.1(d), and any notice or other filings to be made following the absence Effective Time, no consent, approval, order or unavailability authorization of, or whichregistration, declaration or filing with, any Governmental Entity is required with respect to Acquiror or Sub, in connection with the execution, delivery or performance by each of Acquiror and Sub of any Reorganization Agreement or the Assignment and Assumption Agreements, in each case, to which it is a party or the consummation by Acquiror of the transactions contemplated thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyAcquiror and its Subsidiaries, taken as a whole).

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyCompany or materially impair the ability of the Company to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company Parent and Purchaser nor the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under 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 the Company Organizational DocumentsParent’s or Purchaser’s respective Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or Purchaser or any of its their respective Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company Parent or Purchaser or any of its their respective Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, including governmental or affectednon-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting Parent or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in Hydrocarbons and associated fixtures or structures for a specified period of time, or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent or Purchaser, any of its their respective Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii)) above, for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on Parent. Section 4.4(a) of the CompanyParent Disclosure Letter sets forth a correct and complete list of Parent Material Contracts, including all Hydrocarbon Contracts, of Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above). (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Company Parent and Purchaser or the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger Parent Proposal by the Company Required Parent Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger and the Certificate of Upstream Merger with the Secretary of State, (v) the filing of an amendment to the Certificate of Incorporation of Parent with the Secretary of State to increase the number of authorized shares of Parent Common Stock and to effectuate any other amendment contemplated by this Agreement and the transactions hereunder, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this AgreementNasdaq, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on Parent or the CompanySurviving Corporation or materially impair the ability of the Parent to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of either of the Merger Mergers or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Significant Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the adoption of this Agreement by the stockholders of the Company has been obtained, contravene or conflict with or constitute a violation of violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, provincial, local or foreign court, arbitral, legislative, administrative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of either of the Merger Mergers or any other transactions contemplated hereby, except for (i) the filing compliance with the Securities and Exchange Commission (the “SEC”) any applicable requirements of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusExchange 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) compliance with any applicable requirements under Canadian provincial securities Laws, (v) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iiivi) such filings, authorizations or approvals approvals, or expiration or termination of applicable waiting periods, as may be required under (A) the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or (B) any other Competition Laws, rules or regulations, (ivvii) the filing of the Certificate Certificates of Merger with the Secretary of State, (vviii) compliance with any applicable requirements of Council Regulation (EC) No. 139/2004 of the Council of the European Union (the “EC Merger Regulation”), (ix) compliance with French securities regulatory requirements, including the Autorité des Marchés Financiers (the “AMF”) (x) compliance with any applicable requirements of the Exon-Fxxxxx Amendment to the Defense Protection Act of 1998 (the “Exon-Fxxxxx Act”), (xi) compliance with any applicable requirements under stock exchange rules and (xii) any consentssuch filing, authorizationsregistration, approvalsdeclaration, filings notification, order, authorization, consent or exemptions in connection with compliance with approval that the rules of the NYSE, (vi) such filings and approvals as are required failure to be made obtain or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, make individually or in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of Neither the Company Disclosure Letter, neither the execution, execution and delivery and performance of this Agreement by or the Company Amalgamation Agreement nor the consummation performance by the Company of the Merger its obligations hereunder or any other transactions contemplated hereby thereunder will (i) conflict with or constitute a breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) violate, conflict with, result in a any breach of any provision of the Company’s Memorandum of Association or the loss of any benefit underCompany’s Bye-laws, each as currently in effect; (ii) except in connection with the Calypso Agreement, result in a violation or breach of, or constitute a default (with or an event which, with without due notice or lapse of timetime or both) a default, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (acceleration or similar payment) under, accelerate the performance required byobligation, or result in the creation loss of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, benefits under any of the terms, conditions or provisions of any loan or credit agreement, note, bondcharge, mortgage, indentureletter of credit, deed of trust, guarantee or other evidence of indebtedness, leaseguarantee, license, franchise, contract, agreement, joint venture, permit, plan lease or other legally binding agreement or similar instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound or affected, (iii) assuming that the filings, registrations, notifications, authorizations, consents and approvals referred to in Section 3.4(bsubsection (b) are duly obtainedbelow have been obtained or made, contravene or conflict with or constitute a violation of as the case may be, violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right Governmental Entity to purchase or acquire any material asset of which the Company or any of its Subsidiaries; except in Subsidiaries is subject, excluding from the case of clause foregoing clauses (ii) and clause (iii)) such requirements, for such conflicts, violations, breaches, defaults defaults, rights, obligations, losses or Liens whichviolations that would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Company Material Adverse Effect on the CompanyEffect. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any government or any agency, court, tribunal, commission, board bureau, department, political subdivision or other instrumentality of any government (including any regulatory or administrative agency), whether federal, state, local multinational (including the Russian Federation), provincial, municipal, local, domestic or foreign court(each, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required in connection with the execution, execution and delivery and performance of this Agreement or the Amalgamation Agreement by the Company or the consummation performance by the Company of the Merger its obligations hereunder or any other transactions contemplated herebythereunder, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals consents as are may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this AgreementSection 1.3 hereof or under Bermuda law; (ii) compliance with any applicable requirements of Russian Antimonopoly Law (as defined herein) or any other domestic or foreign laws regulating competition, antitrust, investment or exchange controls; (iii) compliance with any applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (viiiv) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence failure of which to be obtained or unavailability or whichmade would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Company Material Adverse Effect Effect. For purposes of this Agreement, “Russian Antimonopoly Law” means Russian antimonopoly laws and regulations, including the Federal Law on the CompanyProtection of Competition at Financial Services Market.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, execution and delivery and performance of this Agreement Agreement, the consummation of the transactions contemplated hereby or the compliance by the Company nor with any of the consummation by provisions hereof shall, subject to the Company Shareholder Approval and receipt of approvals by applicable Governmental Authorities regulating the Merger or any other transactions contemplated hereby will Insurance Company Subsidiary and the Insurance Services Subsidiary, (i) conflict with or constitute a breach or violation of, or a default under violate any provision of its or any of the Company Organizational Documentsits subsidiaries’ organizational documents, (ii) violate, conflict with, result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of timetime or both) a default, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company acceleration or any right which becomes effective upon the occurrence of its Subsidiaries a merger, consolidation or change in control or ownership, under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee indenture or other evidence instrument of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit indebtedness for money borrowed to which the Company or any of its Subsidiaries subsidiaries is a party party, or by which the Company or any of them its subsidiaries or any of their respective properties is bound, or assets may be bound or affected, (iii) assuming that 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 consents and approvals referred occurrence of a merger, consolidation or change in control or ownership, under, any of the terms, conditions or provisions of any license, franchise, permit or agreement to in Section 3.4(bwhich the Company or any of its subsidiaries is a party, or by which the Company or any of its subsidiaries or any of their respective properties is bound, or (iv) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, foreign, state, local or foreign provincial statute, rule, regulation, order, writ, injunction, judgment, settlement, award, decree, statute, law, rule judgment or regulation decree (collectively, “Laws”) applicable to of any public body or authority by which the Company, Company or any of its Subsidiaries subsidiaries or any of their respective properties or assetsis bound, or excluding from the foregoing clauses (ii), (iii) and (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens rights which, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse Effect on or for which the CompanyCompany has received, or prior to the Effective Time shall have received, appropriate consents or waivers. The material consents and approvals required to be obtained by the Company or its subsidiaries for the consummation of the Merger are set forth in Schedule 4.4(a) of the Disclosure Letter. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person Authority is required in connection with the execution, execution and delivery and performance of this Agreement by the Company Company, or the consummation by the Company of the Merger or any other transactions contemplated hereby, except for (i) in connection, or in compliance, with the provisions of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder), (the “Exchange Act”), (ii) the filing of the Certificate of Merger with the Michigan Department of Labor and Economic Growth, (iii) the filing of applications, notices and forms with, and the obtaining of approvals from, any applicable Governmental Authorities regulating the Insurance Company Subsidiary or the Insurance Services Subsidiary, including the Commissioner of Insurance of the State of Michigan under the Michigan Insurance Code of 1956, as amended, with respect to the transactions contemplated by this Agreement, (iv) filing with, and approval of, the Securities and Exchange Commission (the “SEC”) and all other applicable governing bodies with respect to the deregistration of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of StateShares, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such those consents, approvals, orders, authorizations, notifications, registrations, declarations and filings listed on Schedule 4.4(a) of the absence Disclosure Letter, and (vi) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings not obtained or unavailability made prior to the Effective Time the failure of which to be obtained or whichmade, individually or in the aggregate, has not had and would not reasonably be expected to prevent consummation of the Merger, or otherwise prevent the Company from performing its obligations under this Agreement, or would otherwise reasonably likely be expected to have or result in a Company Material Adverse Effect on Effect. (c) No shareholder of the CompanyCompany has any right to dissent and obtain payment for his or her Shares under applicable Law with respect to, or as a result of, the transactions contemplated by this Agreement (including the Merger).

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the Certificate of Incorporation or By-Laws of the Company Organizational DocumentsCompany, (ii) violate, conflict withexcept as set forth in Section 4.4(a) of the Company Disclosure Letter, result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar paymentacceleration) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, material note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that to the consents and approvals referred to in Section 3.4(b) are duly obtainedbest knowledge of the Company, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardinjunction, decree, law, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause or (iii), ) for such conflicts, violations, breaches, breaches or defaults or Liens which, individually or in the aggregate, have not had and would not be reasonably likely to (A) have or result in a Company Material Adverse Effect on Effect, (B) materially adversely affect the Companyability of the Company to consummate the transactions contemplated 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 acts or omissions by, or the status of any facts pertaining to, Purchaser or Sub. (b) No Except as disclosed in Section 4.4(b) of the Company Disclosure Letter, no filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”"GOVERNMENTAL ENTITY") or any other Person is required in connection with the execution, execution and delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transactions contemplated hereby, except for (i) the filing filings with the Securities FTC and Exchange Commission (with the “SEC”) of the Proxy Statement in definitive form relating DOJ pursuant to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusHSR Act, (ii) applicable requirements under the adoption of this Agreement and the approval of the Merger by the Company Required VoteExchange Act, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate certificate of Merger merger or, if applicable, a certificate of ownership and merger with the Secretary of State, (viv) any consents, authorizations, approvals, filings applicable requirements under corporation or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” "BLUE SKY" laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreementstates, and (viiv) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence failure of which to be obtained or unavailability or made which, individually or in the aggregate, has not had and would not be reasonably likely to (A) have or result in a Company Material Adverse Effect on Effect, (B) materially adversely affect the Company.ability of the Company to consummate the transactions contemplated in this 14

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien (other than Permitted Liens) upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchiseContract, contract, agreement, joint venture, permit, plan collective bargaining agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound or affected, (iiiiv) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any U.S. federal, state, state or local or foreign non-U.S. ordinance, order, writ, injunction, judgment, settlement, award, decree, statute, law, rule rule, regulation or regulation agency requirement of any Governmental Entity (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, terminations, rights, accelerations or Liens whichthat, individually or in the aggregate, have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any U.S. federal, state, state or local or foreign non-U.S. court, arbitral, or legislative, executive or regulatory commission, body, entity, authority or agency (a “Governmental Entity”) or any other Person is required to be made or obtained by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transactions contemplated hereby, 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 of this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 F-4 (the “S-4F-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 rules of the New York Stock Exchange (the “NYSE”), (iii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iiiiv) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or (B) any other Competition Laws, rules or regulations, (ivv) compliance with any applicable requirements of the Exon-Xxxxxx Amendment to the Defense Production Act of 1998 (the “Exon-Xxxxxx Act”) and the Foreign Investment and National Security Act of 2007, and the regulations thereunder, (vi) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, State and (vii) such consentsother filings, approvalsregistrations, ordersnotifications, order, authorizations, notifications, registrations, declarations and filings consents or approvals the absence or unavailability or which, individually or in the aggregate, omission of which has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the certificate of incorporation or by-Laws of the Company Organizational Documentsor its Public Subsidiaries, (ii) violate, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment under, give rise acceleration or to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation imposition of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries lien) under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to which the Company or any of its Public Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “"Laws”") applicable to the Company, any of its Public Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause or (iii), ) for such conflicts, violations, breaches, defaults or Liens which, liens which individually or and in the aggregate, have not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on or materially impair or delay the Companyconsummation of the transactions contemplated hereby. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “"Governmental Entity”") 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 Merger or any other transactions contemplated hereby, except for (i) the filing with applicable requirements under the Securities and Exchange Commission Act of 1934, as amended (the “SEC”) of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus"Exchange Act"), (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (viiii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence failure of which to be obtained or unavailability or which, made individually or and in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on or materially impair or delay the Companyconsummation of the transactions contemplated hereby.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and nor performance of this Agreement or any Related Document by the Company nor Company, the consummation by the Company of the Merger or any other transactions contemplated hereby or thereby nor compliance by the Company with any of the provisions hereof or thereof will (ia) conflict with or constitute a result in any breach or violation of, or a default under of any provision of any the respective certificates of incorporation or by-laws of the Company Organizational DocumentsCompany, (iib) violate, conflict withexcept as set forth on the Company’s Disclosure Schedule, result in a breach default, or give rise to any right of any provision of termination, modification, cancellation or the acceleration or loss of any material benefit under, constitute a default (with or an event which, with without the giving of notice or lapse of timetime or both), or bothrequire the consent, would constitute a default) underapproval, result in the termination of waiver or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of other action by any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, Person under any of the terms, conditions or provisions of any loan Material Contract to which the Company or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee any Subsidiary is a party or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to by which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affectedbound, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (ivc) result in the exercisability creation or imposition of any right to purchase claim, lien, pledge, security interest, charge, obligation, restriction or acquire encumbrance of any material asset kind or character (each, a “Lien”) on any property of the Company or any of its Subsidiaries; except in the case , (d) violate any judgment, order, writ, injunction, administrative order, decree, ruling or award of clause a Governmental Authority, as hereinafter defined (iieach, an “Order”) and clause or any statute, rule, regulation, ordinance, act, code, treaty, convention, judicial decision, or similar law (iiieach, a “Law”), for such conflicts, violations, breaches, defaults applicable to the Company or Liens which, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (b) No filing or registration with, declaration or notification toany of its Subsidiaries, or order(e) violate any territorial restrictions on any business of the Company or any of its Subsidiaries or any noncompetition or similar arrangement. The execution and delivery by the Company of this Agreement and each Related Document to which it is a party, authorizationthe consummation of the transactions contemplated herein and therein, consent and the performance by the Company hereunder and thereunder does not (x) require the consent, approval or approval action of, or any filing by the Company with or notice by the Company to, any federal, state, local municipal, foreign or foreign courtother governmental department, arbitralcommission, legislativeboard, executive bureau, agency, instrumentality, court or regulatory authority or agency (a “Governmental EntityAuthority”) 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 Merger or any other transactions contemplated hereby), 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consentswaivers, approvals, orders, authorizations, notifications, registrations, declarations declarations, notices and filings the absence as may be required under any applicable antitrust Laws (collectively, “Antitrust Laws”), or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect (ii) those set forth on the Company’s Disclosure Schedule, or (y) impose any other term, condition or restriction on the Company pursuant to any business combination or takeover or other Law.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) conflict with or constitute a breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) violate, conflict with, result in a any breach of any provision of the certificate of incorporation or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (bylaws or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets organizational documents of the Company or any of its Subsidiaries underor Joint Ventures, (ii) subject to obtaining the Company Required Approvals and the approval of the stockholders of the Company, require any filing by the Company with, or permit, authorization, consent or approval as to the Company of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "GOVERNMENTAL ENTITY"), (iii) subject to obtaining the Company Required Consents, 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, amendment, cancellation or acceleration or result in the acceleration or trigger creation of any paymentlien, time of paymentmortgage, vesting security interest, charge, claim or increase in the amount encumbrance of any compensation kind (collectively, a "LIEN") upon any of the properties or benefit payable pursuant toassets of the Company or its Subsidiaries) under, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, permit, franchise, concession, contract, agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries or Joint Ventures is a party or by which any of them or any of their respective properties or assets may be bound (the "COMPANY AGREEMENTS") or affected(iv) subject to obtaining the Company Required Approvals, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule rule, regulation, ordinance, permit or regulation (collectively, “Laws”) license applicable to the Company, any of its Subsidiaries or Joint Ventures or any of their respective properties or assets, or excluding from the foregoing clauses (ii), (iii) and (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or defaults, Liens whichand failures to obtain filings, permits, authorizations, consents and approvals, which would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Company Material Adverse Effect on the CompanyEffect. (b) No filing declaration, filing, permit, consent, registration or registration with, declaration notice to or notification to, or order, authorization, consent authorization or approval of, of any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person Entity is required in connection with necessary for the execution, delivery and or performance of this Agreement by the Company or Company, the consummation by the Company of the Merger or any other transactions contemplated herebyhereby or compliance by the Company with any of the provisions hereof, 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 this Agreement and the transactions contemplated herebydeclarations, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, permits, consents, registrations, notices, authorizations or and approvals as may be required under (A) under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedamended (the "HSR ACT"), and the rules and regulations thereunder (“HSR Act”) foreign antitrust or (B) any other Competition Laws, rules competition laws or regulations, state securities or blue sky laws and the DGCL (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as "COMPANY REQUIRED APPROVALS"). There are no third party consents required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with Company Agreements to consummate the issuance of Buyer Common Stock pursuant to this AgreementTransactions, and except for third party consents set forth on SCHEDULE 3.5 hereto (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company"COMPANY REQUIRED Consents").

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the Certificate of Incorporation or By-Laws of the Company Organizational DocumentsCompany, (ii) violate, conflict withexcept as set forth in Section 4.4(a) of the Company Disclosure Letter, result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar paymentacceleration) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, material note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that to the consents and approvals referred to in Section 3.4(b) are duly obtainedbest knowledge of the Company, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardinjunction, decree, law, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause or (iii), ) for such conflicts, violations, breaches, breaches or defaults or Liens which, individually or in the aggregate, have not had and would not be reasonably likely to (A) have or result in a Company Material Adverse Effect on Effect, (B) materially adversely affect the Companyability of the Company to consummate the transactions contemplated 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 acts or omissions by, or the status of any facts pertaining to, Purchaser or Sub. (b) No Except as disclosed in Section 4.4(b) of the Company Disclosure Letter, no filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “"Governmental Entity”") or any other Person is required in connection with the execution, execution and delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transactions contemplated hereby, except for (i) the filing filings with the Securities FTC and Exchange Commission (with the “SEC”) of the Proxy Statement in definitive form relating DOJ pursuant to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusHSR Act, (ii) applicable requirements under the adoption of this Agreement and the approval of the Merger by the Company Required VoteExchange Act, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate certificate of Merger merger or, if applicable, a certificate of ownership and merger with the Secretary of State, (viv) any consents, authorizations, approvals, filings applicable requirements under corporation or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” blue sky laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreementstates, and (viiv) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence failure of which to be obtained or unavailability or made which, individually or in the aggregate, has not had and would not be reasonably likely to (A) have or result in a Company Material Adverse Effect on Effect, (B) materially adversely affect the Companyability of the Company to consummate the transactions contemplated 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 acts or omissions by, or the status of any facts pertaining to, Purchaser or Sub.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, delivery or performance by Acquiror and performance Sub of this any Reorganization Agreement by or the Company nor Assignment and Assumption Agreements, in each case, to which it is a party or the consummation by the Company each of Acquiror and Sub of the Merger or any other transactions contemplated hereby thereby (A) will conflict with, or result in a violation or breach of, the charter or by-laws of Acquiror or Sub or (iB) will conflict with with, or constitute result in a violation or breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration of any material obligation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Acquiror or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, Sub under (1) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit Contract to which the Company Acquiror or any of its Subsidiaries Sub is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federalPermit, stateor (2) to the knowledge of the Acquiror subject to the Regulatory Filings, local or foreign order, writ, injunction, any judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyAcquiror or Sub, any of its Subsidiaries or any of their respective properties or assetsexcept, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iiiB), for such conflicts, violations, breaches, defaults defaults, rights, losses or Liens whichthat, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyAcquiror and its Subsidiaries, taken as a whole. (bii) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required in connection with Except for the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated herebyRegulatory Filings, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations declarations, filings and agreements expressly provided for in the Reorganization Agreements or set forth in Section 5.1(d), and any notice or other filings to be made following the absence Effective Time, no consent, approval, order or unavailability authorization of, or whichregistration, declaration or filing with, any Governmental Entity is required with respect to Acquiror or Sub, in connection with the execution, delivery or performance by each of Acquiror and Sub of any Reorganization Agreement or the Assignment and Assumption Agreements, in each case, to which it is a party or the consummation by Acquiror of the transactions contemplated thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyAcquiror and its Subsidiaries, taken as a whole).

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither the The execution, delivery and performance of each of this Agreement and the other Transaction Documents by the Company nor (including, without limitation, the issuance of the Preferred Shares and Warrants and reservation for issuance of the Conversion Shares and the Warrant Shares) do not, and the consummation by the Company it of the Merger or any other transactions contemplated hereby and thereby will not: (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the Articles of the Company Organizational DocumentsIncorporation, (ii) violateBylaws, conflict with, result in a breach Certificate of any provision of Designations or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets other organizational documents of the Company or any of its Subsidiaries underthe Company’s Subsidiaries, each as amended to date, (ii) result in a violation or breach of, or result in the acceleration constitute (with or trigger without due notice or lapse of time or both) a default (or give rise to any paymentright of termination, time of paymentamendment, vesting cancellation or increase in the amount of any compensation or benefit payable pursuant to, acceleration) under any of the terms, conditions or provisions of any loan or credit agreementContract, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to which the Company or any of its the Company’s Subsidiaries is a party or by which any of them or any of their respective its properties or assets may be bound or affectedotherwise subject, except for any Required Consents, or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Legal Requirement applicable to the Company, any of its Company or the Company Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (bii) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federallegislative or executive agency or department or other regulatory service, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any court, arbitration panel or other Person tribunal or judicial authority of any Governmental Entity or Person, is required in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Documents by the Company or the consummation by the Company of the Merger or any other transactions contemplated herebyhereby and thereby, except for (ithe Required Consents set forth on Schedule 3.1(d) 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Companyhereof.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance by the Company of this Agreement by or the Company nor Registration Rights Agreement or the consummation by the Company of the Merger or any other transactions contemplated hereby or thereby (A) will (i) conflict with result in a violation or constitute a breach of the Company Charter or violation of, the Company By-Laws or a default under any provision the charter or by-laws of any of the Company Organizational Documents, Company's Subsidiaries or (iiB) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, (1) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitinstrument, plan offer, commitment, understanding or other legally binding instrument arrangement (each a "Contract") or obligation of any license, waiver, exemption, order, franchise, permit or Permit concession (each a "Permit") to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or affected, (iii2) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (ii) are duly obtainedbelow, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; , except in the case of clause (ii) and clause (iiiB), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or acceleration or Liens whichthat would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a whole. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals Except for filings as may be required under (A) under, and other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (the rules and regulations thereunder (“"HSR Act”) "), 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 (B) any other Competition Lawsa "Governmental Entity"), rules or regulations, (iv) is required with respect to the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states Company in connection with the issuance execution, delivery or performance by the Company of Buyer Common Stock pursuant this Agreement or the consummation by the Company of the transactions contemplated hereby (except where the failure to this Agreement, and (vii) obtain such consents, approvals, orders, orders or authorizations, notifications, registrations, declarations and or to make such filings the absence or unavailability or whichwould not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a whole).

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company Parent and Purchaser nor the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under 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 the Company Organizational DocumentsParent's or Purchaser's respective Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or Purchaser or any of its their respective Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company Parent or Purchaser or any of its their respective Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent or Purchaser, any of its their respective Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyParent. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Company Parent and Purchaser or the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s 's and Parent's stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger Parent Proposal by the Company Required Parent Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyParent.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany's Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “"Laws”") applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “"Governmental Entity”") 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s 's and Parent's stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “"S-4”") in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended, and the rules and xxx xxx xxxxx xxd regulations thereunder (“"HSR Act”") or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance by the Investor of this Agreement by or the Company nor Registration Rights Agreement, the consummation by the Company Investor of the Merger or any other transactions contemplated hereby will or thereby, nor the performance by the Investor of its obligations hereunder or thereunder (i) conflict with will result in a violation or constitute a breach or violation of, or a default under any provision of any of the Company Organizational Documents, Investor's Certificate of Incorporation or Bylaws or (ii) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or any of its Subsidiaries Investor under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, (A) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitinstrument, plan offer, commitment, understanding or other legally binding instrument arrangement (each a "Contract") or obligation of any license, waiver, exemption, order, franchise, permit or Permit concession (each a "Permit") to which the Company or any of its Subsidiaries Investor is a party or by which any of them or any of their respective properties or assets may be bound bound, or affected, (iiiB) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (b) are duly obtainedbelow, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyInvestor, any of its Subsidiaries or any of their respective properties or assetsexcept, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or acceleration or Liens whichthat would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect material adverse effect on the CompanyInvestor's business, properties, operations, financial condition, income or business prospects as presently being conducted. The Investor's investment in the Shares and other obligations of the Investor under this Agreement and the Registration Rights Agreement are permitted by applicable law. (b) No filing consent, approval, order or registration withauthorization of, or registration, declaration or notification to, or order, authorization, consent or approval offiling with, any government or any court, administrative agency or commission or other governmental authority or agency, federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “"Governmental Entity”) "), (other than filings required by the securities laws or any other Person communication laws of any applicable Governmental Entity, including without limitation the Federal Communication Commission), as a result of the transactions contemplated by this Agreement, is required with respect to the Investor in connection with the execution, delivery and or performance by the Investor of this Agreement by the Company or the consummation by the Company Investor of the Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger Mergers or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the Company Required Vote has been obtained, contravene or conflict with or constitute a violation of violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except (A) in the case of clause (ii), for (1) the Company Indenture, (2) the Company Credit Agreement, (3) certain seismic license agreements, (4) Company Employee Agreements and (5) Company Benefit Plans; and (B) in the case of clauses (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, provincial, local or foreign court, arbitral, legislative, administrative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of either the Merger Mergers or any other transactions contemplated hereby, except for (i) the filing compliance with the Securities and Exchange Commission (the “SEC”) any applicable requirements of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusExchange 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 adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iiiv) such filings, authorizations or approvals approvals, or expiration or termination of applicable waiting periods, as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or (B) any other Competition Laws, rules or regulations), (ivvi) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State and New York Secretary of State, (vvii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSEany applicable requirements under stock exchange rules, (viviii) such filings and consents or approvals as of any Governmental Entity, which are required to be made or normally obtained under after the securities or “Blue Sky” laws consummation of various states in connection with the issuance this type of Buyer Common Stock pursuant to this Agreementtransaction, and (viiix) any such consentsfiling, approvalsregistration, ordersdeclaration, authorizationsnotification, notificationsorder, registrationsauthorization, declarations and filings consent or approval that the absence failure to obtain or unavailability or which, make individually or in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyCompany or materially impair the ability of the Company to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, delivery or performance by each of the Company and performance VRM of any Reorganization Agreement and the Interim Services Agreement, in each case, to which it is a party or the consummation by each of the Company and VRM of the transactions contemplated thereby (assuming, (i) with respect to the Merger and the Distribution, the approval and adoption of this Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Company nor Common Stock entitled to vote thereon and (ii) formal declaration of the consummation Distribution by the Company's Board of Directors) (A) will conflict with, or result in a violation or breach of, the Company Charter or the Company By-laws or the certificate of incorporation or by-laws, or comparable organizational documents of VRM and the Subsidiaries of the Merger Company or any other transactions contemplated hereby (B) will (i) conflict with with, or constitute result in a violation or breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration of any material obligation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien adverse claim, restriction on voting or transfer or pledge, lien, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or VRM or any Subsidiary of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, either under (1) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitunderstanding, plan commitment or other legally binding instrument or obligation or Permit arrangement (a "Contract") to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federallicense, statefranchise, local or foreign permit, concession, certificate of authority, order, writapproval, injunctionapplication or registration form, of or with a Governmental Entity (a "Permit") or (2) to the knowledge of the Company and subject to the Regulatory Filings, any judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except , except, in the case of clause (ii) and clause (iiiB), as set forth in the Company Disclosure Schedule and for such conflicts, violations, breaches, defaults defaults, rights, losses or Liens whichthat, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyRetained Companies, taken as a whole, or a material adverse effect on the ability of the VRM Companies to consummate the transactions contemplated by, or to satisfy their obligations under, the Reorganization Agreements. Schedule 5.1(d)(i) of the Company Disclosure Schedule attached hereto lists all material Contracts and material Permits of the Company and its Subsidiaries which require consent of, or prior notice to, a third party in order to consummate the transactions contemplated by this Agreement or the Distribution Agreement. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such Except for consents, approvals, orders, authorizations, notificationsregistrations, declarations or filings as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, the HSR Act, applications or filings with the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act, filings and/or notifications under the Investment Canada Act, Competition Act and other applicable Canadian laws, filings under state securities or "blue sky" laws and the filing of the Certificate of Merger (collectively, the "Regulatory Filings"), other consents, approvals, orders, authorizations, registrations, declarations declarations, filings and agreements expressly provided for in the Reorganization Agreements, and any notice or other filings to be made following the absence Effective Time, no consent, approval, order or unavailability authorization of, or whichregistration, declaration or filing with, any government or any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, Federal, state, local or foreign (a "Governmental Entity") is required with respect to the Company, VRM or any Subsidiary of either, in connection with the execution, delivery or performance by the Company and VRM of any Reorganization Agreement, the Interim Services Agreement or the Assignment and Assumption Agreements, in each case, to which it is a party or the consummation by the Company and VRM, as the case may be, of the transactions contemplated thereby (except where the failure to obtain such consents, approvals, orders or authorizations, or to make such registrations, declarations, filings or agreements, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyRetained Companies, taken as a whole, or a material adverse effect on the ability of the VRM Companies to consummate the transactions contemplated by, or to satisfy their obligations under, the Reorganization Agreements).

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger Mergers or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the Company Required Vote has been obtained, contravene or conflict with or constitute a violation of violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except (A) in the case of clause (ii), for (1) the Company Indenture, (2) the Company Credit Agreement, (3) certain seismic license agreements, (4) Company Employee Agreements and (5) Company Benefit Plans; and (B) in the case of clauses (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, provincial, local or foreign court, arbitral, legislative, administrative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of either the Merger Mergers or any other transactions contemplated hereby, except for (i) the filing compliance with the Securities and Exchange Commission (the “SEC”) any applicable requirements of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusExchange 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 adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iiiv) such filings, authorizations or approvals approvals, or expiration or termination of applicable waiting periods, as may be required under (A) the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or (B) any other Competition Laws, rules or regulations), (ivvi) the filing of the Certificate Certificates of Merger with the Delaware Secretary of State and New York Secretary of State, (vvii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSEany applicable requirements under stock exchange rules, (viviii) such filings and consents or approvals as of any Governmental Entity, which are required to be made or normally obtained under after the securities or “Blue Sky” laws consummation of various states in connection with the issuance this type of Buyer Common Stock pursuant to this Agreementtransaction, and (viiix) any such consentsfiling, approvalsregistration, ordersdeclaration, authorizationsnotification, notificationsorder, registrationsauthorization, declarations and filings consent or approval that the absence failure to obtain or unavailability or which, make individually or in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in on Section 3.4(a5.4(a) of the Company Companies' Disclosure LetterSchedule, neither the execution, delivery and performance of each of this Agreement and the other Transaction Documents by each of the Company nor Companies and the Shareholder party hereto and thereto do not, and the consummation by the Company them of the Merger or Transactions and any other transactions contemplated hereby and thereby will not: (i) conflict with or constitute a breach or violation ofin the case of each of the Companies, or a default under violate any provision of any of the its Company Organizational Documents, (ii) violate, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar paymentacceleration) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, under any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, license, lease, license, franchiseoption, contract, undertaking, understanding, covenant, or agreement, joint venturewhether written or oral, permit(each, plan or other legally binding instrument or obligation or Permit a "Contract") to which the any Company or any of its Subsidiaries the Shareholder is a party or by which any of them or any of their respective properties or assets may be bound or affectedotherwise subject, or (iii) assuming that the consents and approvals referred to violate any Law (as defined in Section 3.4(b5.8(b) are duly obtained, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”hereof) applicable to the Company, Shareholder or any of its Subsidiaries the Companies or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (b) No filing or registration with, declaration or notification to, or order, 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 foreign, provincial, United States federal, state, county, municipal or other local jurisdiction, political entity, body, organization, subdivision or foreign court, arbitral, legislative, executive or regulatory authority or agency branch (a “"Governmental Entity”") or any other Person (as defined below), is required in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Documents by any of the Company Companies or the Shareholder, or the consummation by the Company any of the Merger Companies or the Shareholder of the Transactions and any other transactions contemplated herebyhereby and thereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrationsnotices, declarations and filings the absence or unavailability or whichestoppel certificates, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.releases,

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither the execution, delivery and performance of this Agreement by the Company Company, nor the consummation by the Company of the Merger or any other transactions contemplated hereby hereby, will (i) violate or conflict with any provision of the articles of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the articles or certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the Company Required Vote has been obtained, contravene or conflict with or constitute a violation of violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii), for (A) the Company Credit Agreement, (B) certain seismic license agreements and (C) such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, provincial, local or foreign court, arbitral, legislative, administrative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transactions contemplated hereby, except for (i) the filing compliance with the Securities and Exchange Commission (the “SEC”) any applicable requirements of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusExchange 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 adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iiiv) such filings, authorizations or approvals approvals, or expiration or termination of applicable waiting periods, as may be required under (A) the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or (B) any other Competition Laws, rules or regulations), (ivvi) the filing of the Certificate of Merger with the Delaware Secretary of State and the Articles of Merger with the Nevada Secretary of State, (vvii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSEany applicable requirements under stock exchange rules, (viviii) such filings and consents or approvals as of any Governmental Entity, which are required to be made or normally obtained under after the securities or “Blue Sky” laws consummation of various states in connection with the issuance this type of Buyer Common Stock pursuant to this Agreementtransaction, and (viiix) any such consentsfiling, approvalsregistration, ordersdeclaration, authorizationsnotification, notificationsorder, registrationsauthorization, declarations and filings consent or approval that the absence failure to obtain or unavailability or which, make individually or in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of either of the Merger Mergers or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Significant Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the adoption of this Agreement by the stockholders of the Company has been obtained, contravene or conflict with or constitute a violation of violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, provincial, local or foreign court, arbitral, legislative, administrative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of either of the Merger Mergers or any other transactions contemplated hereby, except for (i) the filing compliance with the Securities and Exchange Commission (the “SEC”) any applicable requirements of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusExchange 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) compliance with any applicable requirements under Canadian provincial securities Laws, (v) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iiivi) such filings, authorizations or approvals approvals, or expiration or termination of applicable waiting periods, as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or (B) any other Competition Laws, rules or regulations, (ivvii) the filing of the Certificate Certificates of Merger with the Secretary of State, (vviii) compliance with any applicable requirements of Council Regulation (EC) No. 139/2004 of the Council of the European Union (the “EC Merger Regulation”), (ix) compliance with French securities regulatory requirements, including the Autorité des Marchés Financiers (the “AMF”) (x) compliance with any applicable requirements of the Exon-Xxxxxx Amendment to the Defense Protection Act of 1998 (the “Exon-Xxxxxx Act”), (xi) compliance with any applicable requirements under stock exchange rules and (xii) any consentssuch filing, authorizationsregistration, approvalsdeclaration, filings notification, order, authorization, consent or exemptions in connection with compliance with approval that the rules of the NYSE, (vi) such filings and approvals as are required failure to be made obtain or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, make individually or in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance of this Agreement or, if applicable, the Stock Option Agreement by Parent and the Company Purchaser nor the consummation by Parent and the Company Purchaser of the Merger or any other transactions contemplated hereby or thereby nor compliance by Parent and the Purchaser with any of the provisions hereof or thereof will (i) conflict with or constitute a breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) violate, conflict with, result in a any breach of any provision of the respective certificate of incorporation or by-laws of Parent and the loss 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 any benefit under, constitute time or both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, acceleration or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries Subsidiaries) under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, permit, franchise, concession, contract, agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iiiiv) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule rule, regulation, ordinance, permit or regulation (collectively, “Laws”) license applicable to the CompanyParent, any of its Subsidiaries or any of their respective properties or assets, or excluding from the foregoing clauses (ii), (iii) and (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or defaults, Liens whichand failures to obtain filings, permits, authorizations, consents and approvals, which would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Parent Material Adverse Effect on the CompanyEffect. (b) No filing material declaration, filing, permit, consent, registration or registration with, declaration notice to or notification to, or order, authorization, consent authorization or approval of, of any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person Entity is required in connection with necessary for the execution, delivery and or performance of this Agreement or the Stock Option Agreement by Parent and the Company or Purchaser, the consummation by the Company them of the Merger or any other transactions contemplated herebyhereby or thereby or compliance by them with any of the provisions hereof or thereof, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, consents, notices, authorizations or and approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedunder, and other applicable requirements of the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither the The execution, delivery and performance of this Agreement by the Company nor of this Agreement, the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and the consummation by the Company of the Merger or any other transactions contemplated hereby will not (iA) conflict with result in a violation or constitute a breach or violation of, or a default under any provision of any of the Company Organizational Documents, Charter or the Company By-laws or (iiB) violate, conflict with, result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, increased payments or any adjustments pursuant to any antidilution provision of under), or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any lien, charge, encumbrance or security interest of any kind (a "Lien") or any obligation to create any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result (1) subject to the governmental filings and other matters referred to in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toclause (ii) below, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitinstrument, plan offer, commitment, understanding or other legally binding instrument arrangement (each a "Contract") or obligation of any license, waiver, exemption, order, franchise, permit or Permit concession (each a "Permit") to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or affected, (iii2) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (ii) are duly obtainedbelow, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except , except, in the case of clause (ii) and clause (iiiB), for such conflicts, violations, breaches, defaults or Liens whichdefaults, individually or in the aggregaterights of cancellation, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (b) No filing or registration withtermination, declaration or notification torevocation vesting, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.acceleration or

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of Neither the Company Disclosure Letter, neither the execution, execution and delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby nor compliance by it with any of the provisions hereof will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any its certificate of the Company Organizational Documentsincorporation or by-laws, (ii) violate, conflict with, result in a violation or breach of any provision of of, or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of timetime or both) a default, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company acceleration or any right which becomes effective upon the occurrence of its Subsidiaries a merger, under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee indenture or other evidence instrument of indebtednessindebtedness for money borrowed to which it is a party, leaseor by which it or any of its properties is bound, (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 any right which becomes effective upon the occurrence of a merger, under any of the terms, conditions or provisions of any license, franchise, contract, agreement, joint venture, permit, plan permit or other legally binding instrument or obligation or Permit agreement to which the Company it is a party, or by which it or any of its Subsidiaries properties is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assetsbound, or (iv) result in the exercisability violate any statute, rule, regulation, order or decree of any right to purchase public body or acquire any material asset of the Company authority by which it or any of its Subsidiaries; except in properties is bound, excluding from the case of clause foregoing clauses (ii), (iii) and clause (iii), for such conflicts, iv) violations, breaches, defaults or Liens whichrights for which it has received or, individually prior to the Effective Time, shall have received, appropriate consents or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Companywaivers. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person governmental entity is required by it in connection with the execution, execution and delivery and performance of this Agreement by the Company Agreement, or the consummation by the Company it of the Merger or any other transactions contemplated hereby, except for (i) the filing in connection, or in compliance, with the Securities and Exchange Commission (the “SEC”) provisions of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusExchange Act, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Delaware Secretary of State, and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (viiii) such filings and approvals consents as are may be required under any environmental law pertaining to be made any notification, disclosure or obtained under required approval triggered by the securities Merger or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to transactions contemplated by this Agreement. (c) No stockholder of Parent holds or has the present right to hold fifty percent (50%) or more of the voting securities of Parent. Neither Buyer nor Parent satisfies the "size of person" test under Section 7A(a)(2) of the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Companyas amended.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by Eternal or the Company Merger Sub nor the consummation by Eternal or the Company Merger Sub of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the Articles of Incorporation or the Company Organizational DocumentsBylaws of Eternal or the Merger Sub, or the Certificate of Incorporation or Bylaws of Eternal’s other Subsidiary, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of Eternal, the Company Merger Sub or any of its Subsidiaries Eternal’s other Subsidiary under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which Eternal, the Company Merger Sub,or any of its Subsidiaries Eternal’s other Subsidiary is a party or by which any of them or any of their respective assets or properties or assets may be bound or affected, (iii) assuming that the consents and approvals consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b4.4(b) are duly and timely obtained or made, the approval of the transactions contemplated hereby by Eternal as the sole stockholder of the Merger Sub has been obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to Eternal, the CompanyMerger Sub or Eternal’s other Subsidiary, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which, that individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyEternal. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required to be obtained or made by Eternal, the Merger Sub or Eternal’s other Subsidiary in connection with the execution, delivery and performance of this Agreement by Eternal and the Company Merger Sub or the consummation by Eternal and the Company Merger Sub of the Merger or any other transactions contemplated hereby, except for (i) compliance with any applicable requirements of the filing Exchange Act, (ii) compliance with any applicable requirements of the Securities and Exchange Commission Act, (iii) compliance with any applicable state securities or “blue sky” or takeover Laws, (iv) the “SEC”) approval of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and hereby by Eternal as the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval sole stockholder of the Merger by the Company Required VoteSub, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (ivv) the filing of the Certificate Articles of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules State of the NYSEState of Nevada, (vi) such filings and consents or approvals as of any Governmental Entity that are required to be made or normally obtained under after the securities or “Blue Sky” laws consummation of various states in connection with the issuance this type of Buyer Common Stock pursuant to this Agreement, transaction and (vii) any such consentsfiling, approvalsregistration, ordersdeclaration, authorizationsnotification, notificationsorder, registrationsauthorization, declarations and filings consent or approval that the absence failure to obtain or unavailability or which, make individually or in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyEternal.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub nor the consummation by the Company Parent and Merger Sub of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of the certificate of incorporation, bylaws or similar governing documents of Parent, Merger Sub any of the Company Organizational DocumentsParent’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien (other than Permitted Liens), upon any of the respective properties or assets of the Company Parent or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, to any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchiseContract, contract, agreement, joint venture, permit, plan collective bargaining agreement or other legally binding instrument or obligation or Permit to which the Company Parent or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the Company, Parent or any of its Subsidiaries Subsidiaries, or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, terminations, rights, accelerations or Liens whichthat, individually or in the aggregate, have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyParent. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required to be made or obtained by Parent or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company Parent and Merger Sub or the consummation by the Company Parent and Merger Sub of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) 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 of this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) F-4 in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement any other filings required under U.S. federal and state securities or “Blue Sky” Laws, applicable non-U.S. Laws and the approval rules of or agreements with the Merger by Norwegian Securities Dealer Association or the Company Required VoteOSE or the LSE, as applicable, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) compliance with any applicable requirements of the Exon-Xxxxxx Act and the Foreign Investment and National Security Act of 2007, and the regulations thereunder, (v) the filing with the Registrar of Companies in Bermuda of a copy of the Proxy Statement and Form F-4 as soon as reasonably practicable after the same have been declared effective by the SEC, (vi) the filing with the IRS of the IRS Ruling request contemplated by Section 5.13(b), (vii) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (viviii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreementother filings, and (vii) such consentsregistrations, approvalsnotifications, orders, authorizations, notifications, registrations, declarations and filings consents or approvals the absence or unavailability or which, individually or in the aggregate, omission of which has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyParent.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, execution and delivery and performance of this Agreement Agreement, the consummation of the transactions contemplated hereby or compliance by the Company nor the consummation by the Company with any of the Merger or any other transactions contemplated hereby provisions hereof will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any its declaration of the Company Organizational Documentstrust or bylaws, (ii) violate, conflict with, 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 provision right of modification, termination, cancellation or acceleration, or result in the loss of any benefit under, constitute a default (to which the Company or an event which, with notice its Subsidiary is entitled or lapse of time, or both, would constitute a default) under, result any increase in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties Company's or assets of the Company its Subsidiary's payment or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, performance obligations under any of the terms, conditions or provisions of the Office Lease, any loan or credit agreementContract, Space Lease, easement, arrangement, understanding, order, arbitration award, license, franchise, permit judgment, decree, note, bond, mortgage, indenture, deed of trust, guarantee indenture or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries Subsidiary is a party party, or by which any of them the Company or its Subsidiary or any of their respective properties or assets may be is bound or affectedresult in the creation or imposition of any Lien on assets of the Company or its Subsidiary, or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtainedviolate any statute, contravene rule, regulation, order or conflict with or constitute a violation decree of any federal, state, local public body or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule authority by which the Company or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries Subsidiary or any of their respective properties or assetsis bound, or (iv) result in excluding from the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause foregoing clauses (ii) and clause or (iii), for such conflicts, ) violations, breaches, defaults or Liens rights which, either individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse Effect on or for which the CompanyCompany has received or, prior to the Closing Date, shall have received effective consents or waivers. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person governmental entity is required in connection with the execution, execution and delivery and performance of this Agreement by the Company Company, or the consummation by the Company of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) expiration of the Proxy Statement in definitive form relating to waiting period under the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amendedamended (thx "XXX XXX"), xx a filing under the HSR Act is required, (ii) in connection, or in compliance, with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (“HSR Act”the "EXCHANGE ACT"), (iii) or (B) any other Competition Laws, rules or regulationsthe filing of articles of merger with the Department, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the filing of Merger or the Certificate of Merger with the Secretary of Statetransactions contemplated hereby, (v) any consentsfiling with, authorizations, approvals, filings or exemptions in connection and approval of NASDAQ and the SEC with compliance with respect to the rules Merger and the delisting and deregistration of the NYSEshares of Company Common Stock, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the absence corporation, takeover or unavailability blue sky laws of various states and (vii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or whichmade would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse Effect on the CompanyEffect.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, execution and delivery and performance of this Agreement Agreement, the consummation of the transactions contemplated hereby or compliance by the Company nor the consummation by the Company with any of the Merger or any other transactions contemplated hereby provisions hereof will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any its declaration of the Company Organizational Documentstrust or bylaws, (ii) violate, conflict with, 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 provision right of modification, termination, cancellation or acceleration, or result in the loss of any benefit under, constitute a default (to which the Company or an event which, with notice its Subsidiary is entitled or lapse of time, or both, would constitute a default) under, result any increase in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties Company's or assets of the Company its Subsidiary's payment or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, performance obligations under any of the terms, conditions or provisions of the Office Lease, any loan or credit agreementContract, Space Lease, easement, arrangement, understanding, order, arbitration award, license, franchise, permit judgment, decree, note, bond, mortgage, indenture, deed of trust, guarantee indenture or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries Subsidiary is a party party, or by which any of them the Company or its Subsidiary or any of their respective properties or assets may be is bound or affectedresult in the creation or imposition of any Lien on assets of the Company or its Subsidiary, or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtainedviolate any statute, contravene rule, regulation, order or conflict with or constitute a violation decree of any federal, state, local public body or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule authority by which the Company or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries Subsidiary or any of their respective properties or assetsis bound, or (iv) result in excluding from the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause foregoing clauses (ii) and clause or (iii), for such conflicts, ) violations, breaches, defaults or Liens rights which, either individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse Effect on or for which the CompanyCompany has received or, prior to the Closing Date, shall have received effective consents or waivers. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person governmental entity is required in connection with the execution, execution and delivery and performance of this Agreement by the Company Company, or the consummation by the Company of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) expiration of the Proxy Statement in definitive form relating to waiting period under the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amendedamended (txx "XXX XXX"), xx a filing under the HSR Act is required, (ii) in connection, or in compliance, with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (“HSR Act”the "EXCHANGE ACT"), (iii) or (B) any other Competition Laws, rules or regulationsthe filing of articles of merger with the Department, (iv) such filings and consents as may be required under any environmental law pertaining to any notification, disclosure or required approval triggered by the filing of Merger or the Certificate of Merger with the Secretary of Statetransactions contemplated hereby, (v) any consentsfiling with, authorizations, approvals, filings or exemptions in connection and approval of NASDAQ and the SEC with compliance with respect to the rules Merger and the delisting and deregistration of the NYSEshares of Company Common Stock, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings as may be required under the absence corporation, takeover or unavailability blue sky laws of various states and (vii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or whichmade would not, individually or in the aggregate, has not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse Effect on the CompanyEffect.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance by the Company of this Agreement by the Company nor or the consummation by the Company of the Merger or any other transactions contemplated hereby (A) will (i) conflict with result in a violation or constitute a breach of the Company Charter or violation of, the Company By-Laws or a default under any provision the charter or by-laws of any of the Company Organizational Documents, Company's Subsidiaries or (iiB) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, (1) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitinstrument, plan offer, commitment, understanding or other legally binding instrument arrangement (each a "Contract") or obligation of any license, waiver, exemption, order, franchise, permit or Permit concession (each a "Permit") to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or affected, (iii2) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (ii) are duly obtainedbelow, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; , except in the case of clause (ii) and clause (iiiB), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or acceleration or Liens whichthat would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a whole. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals Except for filings as may be required under (A) under, and other applicable requirements of, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (the rules and regulations thereunder (“"HSR Act”) "), 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 (B) any other Competition Lawsa "Governmental Entity"), rules or regulations, (iv) is required with respect to the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states Company in connection with the issuance execution, delivery or performance by the Company of Buyer Common Stock pursuant this Agreement or the consummation by the Company of the transactions contemplated hereby (except where the failure to this Agreement, and (vii) obtain such consents, approvals, orders, orders or authorizations, notifications, registrations, declarations and or to make such filings the absence or unavailability or whichwould not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyCompany and its Subsidiaries, taken as a whole).

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company Parent and Purchaser nor the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under 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 the Company Organizational DocumentsParent’s or Purchaser’s respective Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or Purchaser or any of its their respective Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company Parent or Purchaser or any of its their respective Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent or Purchaser, any of its their respective Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyParent. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Company Parent and Purchaser or the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger Parent Proposal by the Company Required Parent Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyParent.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance of this Agreement or, if applicable, the Stock Option Agreement by the Company Company, nor the consummation by the Company of the Merger Transactions nor compliance by the Company with any of the provisions hereof or any other transactions contemplated hereby thereof, will (i) conflict with or constitute a breach or violation of, or a default under any provision of any of the Company Organizational Documents, (ii) violate, conflict with, result in a any breach of any provision of the certificate of incorporation or by-laws or similar organizational documents of the loss Company or any of its Subsidiaries, (ii) subject to obtaining the Company Required Approvals (as defined below) and the approval of the stockholders of the Company, require any benefit underfiling with, or permit, authorization, consent or approval of, any court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency (a "Governmental Entity"), (iii) subject to obtaining the ------------------- Company Required Consents (as defined below), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, acceleration or result in the creation of any Lien lien, mortgage, security interest, charge, claim or encumbrance of any kind (collectively, a "Lien") upon any of the respective properties or assets of the Company or any of ---- its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, Subsidiaries) under any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, permit, franchise, concession, contract, agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound (the "Company Agreements") or affected(iv) subject to ------------------ obtaining the Company Required Approvals, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule rule, regulation, ordinance, permit or regulation (collectively, “Laws”) license applicable to the Company, Company or any of its Subsidiaries or any of their respective properties or assets, or excluding from the foregoing clauses (ii), (iii) and (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or defaults, Liens whichand failures to obtain filings, permits, authorizations, consents and approvals, which would not, individually or in the aggregate, have not had and would not reasonably be reasonably likely expected to have or result in a Company Material Adverse Effect on the CompanyEffect. (b) No filing material declaration, filing, permit, consent, registration or registration with, declaration notice to or notification to, or order, authorization, consent authorization or approval of, of any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person Entity is required in connection with necessary for the execution, delivery and or performance of this Agreement or the Stock Option Agreement by the Company or Company, the consummation by the Company of the Merger Transactions or compliance by the Company with any other transactions contemplated herebyof the provisions hereof or thereof, 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 this Agreement and the transactions contemplated herebydeclarations, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, permits, consents, registrations, notices, authorizations or and approvals as may be required under (A) under, and other applicable requirements of, the Exchange Act, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (the rules and regulations thereunder (“"HSR Act”) "), foreign antitrust, ------- investment or (B) any other Competition Laws, rules competition laws or regulations, state securities or blue sky laws and the DGCL (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as "Company Required Approvals"). There are no third party -------------------------- consents required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with Company Agreements to consummate the issuance of Buyer Common Stock pursuant to this AgreementTransactions, and except for third party consents set forth on Schedule 3.5(b) hereto (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company."Company Required Consents"). ------------------------

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, including governmental or affectednon-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, “Hydrocarbons”) and associated fixtures or structures for a specified period of time (collectively, “Hydrocarbon Contracts”), or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii)) above, for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above). (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) ), or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger and the Certificate of Upstream Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyCompany or the Surviving Corporation or materially impair the ability of the Company to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, delivery and or performance of this Agreement by the Company nor Company, School, Travel, Technology or Print of each Transaction Agreement to which any of them is or will be a party or the consummation by the Company or School, Travel, Technology or Print of the Merger or any other transactions contemplated hereby thereby (A) will (i) conflict with result in a violation or constitute a breach of the Company Charter or violation ofthe Company By-laws, the articles of incorporation or a default under any provision by-laws of School, Travel, Technology or Print or the organizational documents of any of the Company Organizational Documents, Retained Subsidiaries or (iiB) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien lien, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or any of its Subsidiaries Retained Companies under, or result (1) subject to the governmental filings and other matters referred to in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toclause (ii) below, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitinstrument, plan offer, commitment, understanding or other legally binding instrument arrangement (each a "Contract") or obligation of any license, waiver, exemption, order, franchise, permit or Permit concession (each a "Permit") to which the Company or any of its Subsidiaries the Retained Companies is a party or by which any of them or any of their respective properties or assets may be bound (except for the Company's credit facility with Bankers Trust Company in effect on the date hereof), or affected, (iii2) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (ii) are duly obtainedbelow, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyRetained Companies, any of its Subsidiaries or any of their respective properties or assetsexcept, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iiiB), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or acceleration or Liens whichthat would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyRetained Companies, taken as a whole. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required VoteExcept for consents, (iii) such filingsapprovals, authorizations orders, authorizations, registrations, declarations or approvals filings as may be required under under, and other applicable requirements of, the Securities Act of 1933, as amended (A) the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and amended (the rules and regulations thereunder (“"HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals"), filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the state securities or “Blue Sky” "blue sky" laws and filings or consents referred to in Schedule 3.01(c)(ii), 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 or local or foreign (a "Governmental Entity"), is required with respect to the Company, School, Travel, Technology or Print or any of various states their respective Subsidiaries, in connection with the issuance execution, delivery or performance by each of Buyer Common Stock pursuant the Company, School, Travel, Technology and Print of each Transaction Agreement to this Agreementwhich any of them is or will be a party or the consummation by the Company and School, Travel, Technology and Print of the Transactions contemplated thereby (vii) except where the failure to obtain such consents, approvals, orders, orders or authorizations, notifications, or to make such registrations, declarations and declarations, filings the absence or unavailability or whichagreements would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyRetained Companies, taken as a whole).

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and or performance by the Company of this Agreement by or the Company nor Registration Rights Agreement, the consummation by the Company of the Merger or any other transactions contemplated hereby will or thereby, nor the performance by the Company of its obligations hereunder or thereunder (i) conflict with will result in a violation or constitute a breach of the Company Charter or violation of, the Company By-laws or a default under any provision the charter or by-laws of any of the Company Organizational Documents, Company's Subsidiaries or (ii) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancellation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, (A) any of the terms, conditions or provisions of any loan Contract or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or any Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or affected, (iiiB) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (b) are duly obtainedbelow, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except , except, in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, rights of cancellation, termination, revocation or acceleration or Liens whichthat would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect material adverse effect on the Companybusiness, properties, operations, financial condition, income or business prospects of the Company and its Subsidiaries as presently being conducted. No third party has any pre-emptive rights, or rights of first refusal or first opportunity or similar rights to purchase, or to offer to purchase, all or any part of the Shares. (b) No filing consent, approval, order or registration withauthorization of, or registration, declaration or notification to, or order, authorization, consent or approval offiling with, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person Entity is required with respect to the Company in connection with the execution, delivery and or performance by the Company of this Agreement by the Company or the consummation by the Company of the Merger or any other transactions contemplated hereby. (c) No consent, except for (i) the approval, order or authorization of, or registration, declaration or filing with any applicable Governmental Entity, including without limitation the Securities Federal Communication Commission, under any communications laws and Exchange Commission (the “SEC”) of the Proxy Statement in definitive form relating to licenses held by the meeting of Company is required with respect to the Company’s stockholders to be held Investor in connection with the execution, delivery or performance by the parties to this Agreement and the consummation of the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither the The execution, delivery and performance of this Agreement by the Company nor of this Agreement, the issuance by the Company of the Preferred Shares, the amendment of the 1998 Warrants and the 1998 Special Warrants and the consummation by the Company of the Merger or any other transactions contemplated hereby will not (iA) conflict with result in a violation or constitute a breach or violation of, or a default under any provision of any of the Company Organizational Documents, Charter or the Company By-laws or (iiB) violate, conflict with, result in a violation or breach of (or give rise to any right of termination, amendment, modification, vesting, revocation, cancellation, acceleration, increased payments or any adjustments pursuant to any antidilution provision of under), or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any lien, charge, encumbrance or security interest of any kind (a "LIEN") or any obligation to create any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result (1) subject to the governmental filings and other matters referred to in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toclause (ii) below, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitinstrument, plan offer, commitment, understanding or other legally binding instrument arrangement (each a "CONTRACT") or obligation of any license, waiver, exemption, order, franchise, permit or Permit concession (each a "PERMIT") to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound bound, or affected, (iii2) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (ii) are duly obtainedbelow, contravene any judgment, order, decree, statute, law, regulation or conflict with rule applicable to the Company or constitute any of its Subsidiaries, except, in the case of clause (B), for violations, breaches, defaults, rights of cancellation, termination, revocation vesting, or acceleration or Liens that, individually and in the aggregate, would not have a violation Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (ii) Except for consents, approvals, orders, authorizations, registrations, declarations or filings as may be required under, and other applicable requirements of the Exchange Act, and filings under state securities or "BLUE SKY" laws and filings or consents referred to in Schedule 2.01(c)(ii), 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 order(a "GOVERNMENTAL ENTITY"), writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable is required with respect to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; Subsidiaries in connection with the execution, delivery or performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby (except in where the case of clause (ii) and clause (iii)failure to obtain such consents, for approvals, orders or authorizations, or to make such conflictsregistrations, violationsdeclarations, breaches, defaults filings or Liens whichagreements would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (b) No filing or registration withCompany and its Subsidiaries, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included taken as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Companywhole).

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the Certificate of the Company Organizational Documents, (ii) violate, conflict with, result in a breach of any provision of Incorporation or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets By-Laws of the Company or any of its Subsidiaries Subsidiaries, (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 (or give rise to any right of termination, amendment, cancellation or acceleration or to the imposition of any lien) under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “"Laws”") applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause or (iii), ) for such conflicts, violations, breaches, defaults or Liens which, liens which individually or and in the aggregate, have not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on or materially impair or delay the Companyconsummation of the transactions contemplated hereby. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “"Governmental Entity”") 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 Merger or any other transactions contemplated hereby, except for (i) applicable requirements under 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusAct, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (viiii) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence failure of which to be obtained or unavailability or which, made individually or and in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on or materially impair or delay the Companyconsummation of the transactions contemplated hereby.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany's Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, including governmental or affectednon-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting the Company or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in oil, bitumen and products derived therefrom, synthetic crude oil, petroleum, natural gas, natural gas liquids, coal bed methane, and any and all other substances produced in association with any of the foregoing, whether liquid, solid, or gaseous (collectively, "Hydrocarbons") and associated fixtures or structures for a specified period of time (collectively, "Hydrocarbon Contracts"), or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “"Laws”") applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii)) above, for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. Section 3.4(a) of the Company Disclosure Letter sets forth a correct and complete list of Company Material Contracts, including all Hydrocarbon Contracts, of the Company and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above). (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “"Governmental Entity”") 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s 's and Parent's stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “"S-4”") in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations xxx xxxxx xxx xxxulations thereunder (“"HSR Act”) "), or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger and the Certificate of Upstream Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, and (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the CompanyCompany or the Surviving Corporation or materially impair the ability of the Company to perform its obligations under this Agreement.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither the execution, delivery and performance of this Agreement by the Company Company, nor the consummation by the Company of the Merger or any other transactions contemplated hereby hereby, will (i) violate or conflict with any provision of the articles of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the articles or certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation cancellation, modification or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.4(b) are duly and timely obtained or made and the Company Required Vote has been obtained, contravene or conflict with or constitute a violation of violate any federal, state, provincial, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “"Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii), for (A) the Company Credit Agreement, (B) certain seismic license agreements and (C) such conflicts, violations, breaches, defaults defaults, losses, obligations, payments, rights (if exercised) or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, provincial, local or foreign court, arbitral, legislative, administrative, executive or regulatory authority or agency (a “Governmental Entity”) or any other Person is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution, delivery and performance of this Agreement by the Company or the consummation by the Company of the Merger or any other transactions contemplated hereby, except for (i) the filing compliance with the Securities and Exchange Commission (the “SEC”) any applicable requirements of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectusExchange 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 adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iiiv) such filings, authorizations or approvals approvals, or expiration or termination of applicable waiting periods, as may be required under (A) the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”) or (B) any other Competition Laws, rules or regulations), (ivvi) the filing of the Certificate of Merger with the Delaware Secretary of State and the Articles of Merger with the Nevada Secretary of State, (vvii) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSEany applicable requirements under stock exchange rules, (viviii) such filings and consents or approvals as of any Governmental Entity, which are required to be made or normally obtained under after the securities or “Blue Sky” laws consummation of various states in connection with the issuance this type of Buyer Common Stock pursuant to this Agreementtransaction, and (viiix) any such consentsfiling, approvalsregistration, ordersdeclaration, authorizationsnotification, notificationsorder, registrationsauthorization, declarations and filings consent or approval that the absence failure to obtain or unavailability or which, make individually or in the aggregate, has not had and aggregate would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will (i) conflict with violate any provision of the certificate of incorporation or constitute a breach or violation ofthe bylaws of the Company, or a default under any provision the certificate of incorporation, bylaws or similar governing documents of any of the Company Organizational DocumentsCompany’s Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company. (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s and Parent’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, State and (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, delivery and or performance by Buyer of this each Transaction Agreement by the Company nor to which it is or will be a party or the consummation by the Company Buyer of the Merger or any other transactions contemplated hereby will (i) will conflict with with, or constitute result in a violation or breach of, the certificate of incorporation or by-laws of Buyer or (ii) subject to the matters referred to in Section 4.03(b) below, will conflict with, or result in a violation or breach of, or a default under any provision of any of the Company Organizational Documents, (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, amendment, cancellation or amendment acceleration of any obligation under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant to, Buyer either under (A) any of the terms, conditions or provisions of any loan Contract or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or any Permit to which the Company or any of its Subsidiaries Buyer is a party or by which any of them or any of their respective its properties or assets may be bound bound, or affected, (iiiB) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyBuyer, any of its Subsidiaries or any of their respective properties or assetsexcept, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iii), for such conflicts, violations, breaches, defaults defaults, rights, losses or Liens whichthat would not, individually or in the aggregate, have not had (x) materially impair the ability of Buyer to perform its material obligations under the Transaction Agreements or (y) prevent or materially delay the consummation of the purchase and would not be reasonably likely to have or result in a Material Adverse Effect on sale of the CompanyAcquired Assets contemplated by this Agreement. (b) No filing consent, approval, order or authorization of or registration with, declaration or notification to, or order, authorization, consent or approval of, with any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required with respect to Buyer in connection with the execution, delivery and or performance by Buyer of this each Transaction Agreement by the Company to which it is or will be a party or the consummation by the Company it of the Merger or any other transactions contemplated hereby, thereby except for (iA) the filing compliance with the Securities and Exchange Commission (the “SEC”) any applicable requirements of the Proxy Statement in definitive form relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or , (B) any other Competition Laws, rules or regulationsthe matters described in Schedule 4.03 hereto, (ivC) the filing assignment and novation of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this AgreementGovernment Contracts, and (viiD) such other consents, approvals, orders, authorizations, notifications, registrations, declarations declarations, filings and filings agreements, the absence failure to obtain or unavailability or whichto make which would not, individually or in the aggregate, has not had (x) materially impair the ability of Buyer to perform its material obligations under the Transaction Agreements or (y) prevent or materially delay the consummation of the purchase and would not be reasonably likely to have or result in a Material Adverse Effect on sale of the CompanyAcquired Assets contemplated by this Agreement.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will violate any provision of the certificate of incorporation or the bylaws of the Company or any of the Company’s Subsidiaries. (b) Neither the execution, delivery and performance of this Agreement by the Company nor the consummation by the Company of the Merger or any other transactions contemplated hereby will: (i) conflict with require any filing with, or constitute a breach consent or violation approval of, or a default under any provision of Governmental Entity having jurisdiction over any of the business or assets of the Company Organizational Documentsor any of its Subsidiaries, except for (A) the requirements under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”); (B) the filing of the Certificate of Merger with the Delaware Secretary of State; (C) the filing with the SEC of the Proxy Statement relating to the meeting of the Company’s stockholders to be held in connection with this Agreement and the transactions contemplated hereby; and (D) any filings or notifications under the rules and regulations of Nasdaq relating to the transactions contemplated hereby; (ii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event whichthat, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint venture, permit, plan or other legally binding instrument or obligation or Permit Material Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their respective properties or assets may be bound or affected, ; or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii)) above, for such conflicts, violations, breaches, defaults or Liens whichdefaults, that, individually or in the aggregate, have not had and would not be reasonably likely to have or result in constitute a Material Adverse Effect on the Company. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (ai) Except as set forth in Section 3.4(a) None of the Company Disclosure Letter, neither the execution, delivery and or performance of this Agreement by the Company nor Company, ESI or Newco of each Reorganization Agreement to which any of them is or will be a party or the consummation by the Company Company, ESI or Newco of the Merger or any other transactions contemplated hereby thereby (A) will (i) conflict with result in a violation or constitute a breach of the Company Charter or violation ofthe Company By-laws, the articles of incorporation or a default under any provision by-laws of ESI, the articles of incorporation or by-laws of Newco or the organizational documents of any of the Company Organizational Documents, Retained Subsidiaries or (iiB) violate, conflict with, will result in a violation or breach of (or give rise to any provision right of termination, revocation, cancelation or the loss of any benefit acceleration under or increased payments under), or constitute a default (with or an event which, with without due notice or lapse of time, time or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien lien, charge, encumbrance or security interest of any kind (a "Lien") upon any of the respective properties or assets of the Company or any of its Subsidiaries Retained Companies under, or result (1) subject to the governmental filings and other matters referred to in the acceleration or trigger of any payment, time of payment, vesting or increase in the amount of any compensation or benefit payable pursuant toclause (ii) below, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, deed of trust, guarantee or other evidence of indebtedness, lease, license, franchise, contract, agreement, joint ventureobligation, permitinstrument, plan offer, commitment, understanding or other legally binding instrument arrangement (each a "Contract") or obligation of any license, waiver, exemption, order, franchise, permit or Permit concession (each a "Permit") to which the Company or any of its Subsidiaries the Retained Companies is a party or by which any of them or any of their respective properties or assets may be bound bound, or affected, (iii2) assuming that subject to the consents governmental filings and approvals other matters referred to in Section 3.4(bclause (ii) are duly obtainedbelow, contravene or conflict with or constitute a violation of any federal, state, local or foreign order, writ, injunction, judgment, settlement, awardorder, decree, statute, law, regulation or rule or regulation (collectively, “Laws”) applicable to the CompanyRetained Companies, any of its Subsidiaries or any of their respective properties or assetsexcept, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause (ii) and clause (iiiB), for such conflicts, violations, breaches, defaults defaults, rights of cancelation, termination, revocation or acceleration or Liens whichthat would not, individually or in the aggregate, have not had and would not be reasonably likely to have or result in a Material Adverse Effect on the CompanyRetained Companies, taken as a whole. (b) No filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) 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 Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required VoteExcept for consents, (iii) such filingsapprovals, authorizations orders, authorizations, registrations, declarations or approvals filings as may be required under under, and other applicable requirements of, the Securities Act of 1933 (Athe "Securities Act"), the Securities Exchange Act of 1934 (the "Exchange Act") and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedamended (the "HSR Act"), filings under state securities or "blue sky" laws, filings referred to in Schedule 3.01(c)(ii), and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of articles of merger relating to the Certificate Newco Merger (collectively, the "Regulatory Filings"), 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 or local or foreign (a "Governmental Entity"), is required with respect to the Company, ESI, Newco or any of Merger with the Secretary of Statetheir respective Subsidiaries, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance execution, delivery or performance by the Company, ESI, or Newco of Buyer Common Stock pursuant each Reorganization Agreement to this Agreementwhich any of them is or will be a party or the consummation by the Company, ESI and Newco of the transactions contemplated thereby (vii) except where the failure to obtain such consents, approvals, orders, orders or authorizations, notifications, or to make such registrations, declarations and declarations, filings the absence or unavailability or whichagreements would not, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Retained Companies, taken as a whole. (iii) Except as set forth on Schedule 3.01(c)(iii), none of the Company, ESI or Newco provide any support, assets, properties, rights, goods, services or benefits to the Retained Companies that will be terminated or modified adversely as a result of the execution, delivery or performance by the Company, ESI or Newco of this Agreement, in the case of the Company, or each Reorganization Agreement to which any of them is or will be a party or the consummation by the Company, ESI or Newco, as the case may be, of the transactions contemplated hereby or thereby.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of Neither the Company Disclosure Letter, neither the execution, execution and delivery and performance of this Agreement by the Company Company, TEF GP or the Partnership, nor the consummation by the Company Company, TEF GP or the Partnership of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under violate any provision of any the certificate of formation, LLC Agreement, Partnership Agreement or similar governing documents of the Company Organizational DocumentsCompany, TEF GP or the Partnership, respectively, (ii) violate, conflict with, result in a violation or breach of, or constitute (with or without due notice or lapse of any provision of time or the loss of any benefit under, constitute both) a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a give rise to any right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar paymentacceleration) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company or any of its Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, material note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtedness, lease, license, franchiselease, contract, agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company Company, TEF GP or any of its Subsidiaries the Partnership is a party or by which any of them it or any of their respective properties or its assets may be bound or affected, (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) applicable to the Company, any of its Subsidiaries TEF GP or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company Partnership or any of its Subsidiariesassets; except in the case of clause clauses (ii) and clause (iii), ) for such conflicts, violations, breaches, breaches or defaults or Liens which, individually or in the aggregate, have not had and which would not be reasonably likely materially impair the ability of the Company, TEF GP or the Partnership to have or result in consummate the transactions contemplated by this Agreement (a “Purchaser Material Adverse Effect on the CompanyEffect”). (b) No Other than acknowledgment by the Board of Directors of each of The Endowment Master Fund, L.P., The Endowment Registered Fund, L.P. and The Endowment TEI Fund, L.P., that the transactions contemplated herein do not constitute an “assignment” of the Partnership’s investment management agreements with such funds within the meaning of Sections 2(a)(4) and 15(a)(4) of the Investment Company Act of 1940, as amended, or Sections 202(a)(1) and 205(a)(2) of the Investment Advisers Act of 1940, as amended, no material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person third party is legally required to be made by the Company, TEF GP or the Partnership in connection with the execution, execution and delivery and performance of this Agreement by the Company or the consummation by the Company Company, TEF GP and the Partnership of the Merger or any other transactions contemplated hereby, 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 this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger by the Company Required Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger with the Secretary of State, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this Agreement, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the absence or unavailability or which, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company.

No Violations; Consents and Approvals. (a) Except as set forth in Section 3.4(a) of the Company Disclosure Letter, neither Neither the execution, delivery and performance of this Agreement by the Company Parent and Purchaser nor the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby will (i) conflict with or constitute a breach or violation of, or a default under 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 the Company Organizational DocumentsParent's or Purchaser's respective Subsidiaries, (ii) 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 notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination, cancellation or amendment under, give rise to a right to receive a change of control payment (or similar payment) under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of the Company Parent or Purchaser or any of its their respective Subsidiaries under, or result in the acceleration or trigger of any 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 loan or credit agreement, note, bond, mortgage, indenture, deed of trustguarantee, guarantee or other evidence of indebtednessIndebtedness, lease, license, franchise, contract, collective bargaining agreement, joint venture, permit, plan agreement or other legally binding instrument or obligation or Permit to which the Company Parent or Purchaser or any of its their respective Subsidiaries is a party or by which any of them or any of their respective assets or properties or assets may be bound bound, including governmental or affectednon-governmental production sharing contract, lease or license, permit or other similar agreement or right permitting Parent or any of its Subsidiaries to explore for, develop, use, produce, sever, process, operate and occupy interests in Hydrocarbons and associated fixtures or structures for a specified period of time, or (iii) assuming that the consents and approvals referred to in Section 3.4(b) are duly obtained, contravene or conflict with or constitute a violation of violate any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation (collectively, “Laws”) Laws applicable to the CompanyParent or Purchaser, any of its their respective Subsidiaries or any of their respective properties or assets, or (iv) result in the exercisability of any right to purchase or acquire any material asset of the Company or any of its Subsidiaries; except in the case of clause clauses (ii) and clause (iii)) above, for such conflicts, violations, breaches, defaults or Liens which, which individually or in the aggregate, aggregate have not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on Parent. Section 4.4(a) of the CompanyParent Disclosure Letter sets forth a correct and complete list of Parent Material Contracts, including all Hydrocarbon Contracts, of Parent and its Subsidiaries pursuant to which consents or waivers are or may be required prior to the consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above). (b) No material filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any federal, state, local or foreign court, arbitral, legislative, executive or regulatory authority or agency (a “Governmental Entity”) Entity or any other Person is required in connection with the execution, delivery and performance of this Agreement by the Company Parent and Purchaser or the consummation by the Company Parent and Purchaser of the Merger or any other transactions contemplated hereby, except for (i) the filing with the Securities and Exchange Commission (the “SEC”) SEC of the Proxy Statement in definitive form relating to the meeting meetings of the Company’s 's and Parent's stockholders to be held in connection with this Agreement and the transactions contemplated hereby, and the filing and declaration of effectiveness of the registration statement on Form S-4 (the “S-4”) in which the Proxy Statement will be included as a prospectus, (ii) the adoption of this Agreement and the approval of the Merger Parent Proposal by the Company Required Parent Vote, (iii) such filings, authorizations or approvals as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements HSR Act of 1976, as amended, and the rules and regulations thereunder (“HSR Act”) or (B) any other Competition Laws, rules or regulations, (iv) the filing of the Certificate of Merger and the Certificate of Upstream Merger with the Secretary of State, (v) the filing of an amendment to the Certificate of Incorporation of Parent with the Secretary of State to increase the number of authorized shares of Parent Common Stock and to effectuate any other amendment contemplated by this Agreement and the transactions hereunder, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, (vi) such filings and approvals as are required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of Buyer Common Stock pursuant to this AgreementNasdaq, and (vii) such consents, approvals, orders, authorizations, notifications, registrations, declarations and filings (x) as are customarily made or obtained in connection with the absence transfer of interests in or unavailability change of control of ownership of oil and gas properties and (y) the failure of which to be obtained or whichmade, individually or in the aggregate, has not had had, and would not be reasonably likely to have or result in in, a Material Adverse Effect on Parent or the CompanySurviving Corporation or materially impair the ability of the Parent to perform its obligations under this Agreement.