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

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder nor the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby will (i) violate any provision of the certificate of incorporation or bylaws of the Selling Stockholder, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation to which the Selling Stockholder is a party or by which any of its assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Selling Stockholder or any of its properties or assets; except in the case of clauses (ii) and (iii) for violations, breaches or defaults which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (b) No filing or registration with, notification to, or authorization, consent or approval of, any foreign, federal, state, local, municipal, county or other governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby, except for (i) any applicable requirements under Competition Laws and (ii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and include the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

No Violations; Consents and Approvals. (a1) Neither the execution The execution, delivery and delivery performance of each of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement other Transaction Documents by each of the Selling Stockholder nor Seller and the Shareholders parties thereto do not, and the consummation by each of the Selling Stockholder Seller and the Shareholders of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of incorporation or bylaws of the Selling StockholderSeller, (ii) except as set forth on Schedule 5.4, 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) under, under any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, licenseoption, contract, undertaking, understanding, covenant, agreement or other instrument or obligation document (collectively, a "Contract") to which the Selling Stockholder Seller, any Shareholder or any other shareholder of the Seller is a party or by which any of its assets the Acquired Assets or the Business may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Selling Stockholder Seller, any Shareholder or any other shareholder of the Seller or any of its their respective properties or assets; except in the case of clauses (ii) and (iii) for violations, breaches or defaults which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (b2) No filing or registration with, notification to, or authorization, consent or approval of, any foreign, provincial, United States federal, state, localcounty, municipal, county municipal or other governmentallocal jurisdiction, administrative or regulatory authoritypolitical entity, body, agencyorganization, court, tribunal, commission subdivision or similar entity (including any branch, legislative or executive agency or department or official thereof) other regulatory service, authority or agency (a "Governmental Entity") is required in connection with the execution execution, delivery and delivery performance of this AgreementAgreement or any of the other Transaction Documents to which the Seller, any Shareholder or any other shareholder of the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder Seller is a party or the consummation by the Selling Stockholder Seller, any Shareholder or any other shareholder of the Seller of the transactions contemplated hereby and thereby, except for (i) any applicable requirements under Competition Laws and (ii) such other consentsfilings, approvalsregistrations, ordersnotifications, authorizations, notificationsconsents and approvals as are set forth on Schedule 5.4 hereof. (3) No filing or consent, approval, order, authorization, notification to, notice to, estoppel certificate, registration, ratification, declaration, waiver, exemption or variance (collectively, together with the filings, registrations, declarations notifications, authorizations, consents and filings approvals of Governmental Entities set forth in section 5.4(b), "Consents") of any individual or entity (a "Person") is required in connection with the failure execution, delivery and performance of which to be obtained this Agreement or made which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability any of the Selling Stockholder other Transaction Documents to perform its obligations hereunderwhich the Seller, any Shareholder or any other shareholder of the Seller is a party or the consummation by the Seller, any Shareholder or any other shareholder of the Seller of the transactions contemplated hereby and thereby, except for such Consents as are set forth on Schedule 5.4 hereof. (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and include the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

No Violations; Consents and Approvals. (a) Neither Except as disclosed in Section 3.4 of the Company Disclosure Schedule, the execution and delivery of this Agreement, or any of the Registration Rights Agreement and the Registration Rights Transfer Agreement other Transaction Agreements, by the Selling Stockholder nor Company does not, and the consummation by the Selling Stockholder Company of the transactions contemplated hereby and thereby Transactions will not (i) violate conflict with or result in any breach of any provision of the certificate Articles of incorporation Incorporation or bylaws By-laws or similar organizational documents of the Selling StockholderCompany or any of its Subsidiaries, (ii) subject to obtaining the approval of the stockholders of the Company, require any material filing with, or material 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) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a material default (or give rise to any right of termination, amendment, cancellation or accelerationacceleration or result in the creation of any Lien upon any of the properties or assets of the Company or its Subsidiaries) under, any of the terms, conditions or provisions of any loan or credit agreement, material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, permit, franchise, concession, contract, agreement or other instrument or obligation to which the Selling Stockholder Company or any of its Subsidiaries is a party or by which any of its them or any of their properties or assets may be bound or (iiiiv) violate any material order, writ, injunction, judgment, decree, statute, rule law, rule, regulation, ordinance, permit or regulation license applicable to the Selling Stockholder Company or any of its Subsidiaries or any of their properties or assets; except in the case of clauses (ii) and (iii) for violations, breaches or defaults which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (b) No filing or registration withExcept as disclosed in Section 3.4 of the Company Disclosure Schedule, notification to, or authorization, consent or approval of, any foreign, federal, state, local, municipal, county or other governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder or Company does not, and the consummation by the Selling Stockholder Company of the transactions contemplated hereby and therebyTransactions will not, require any material declaration, filing, permit, consent, registration or notice to or authorization or approval of any Governmental Entity, except for (i) any applicable requirements under Competition Laws and (ii) such other declarations, filings, permits, consents, approvals, orders, authorizations, notifications, registrations, declarations notices, authorizations and filings the failure of which to approvals as may be obtained or made which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrinesrequired under, and other laws that are designed or intended to prohibitapplicable requirements of, restrict or regulate actions having the purpose or effect of monopolizationExchange Act, lessening of competition or restraint of trade and include the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedamended (the "HSR Act"), foreign antitrust or competition laws or regulations, state securities or blue sky laws and the URBCA.

No Violations; Consents and Approvals. (a) Neither the execution and The execution, delivery or performance by each Grantor of this Guarantee and Security Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder nor ; the consummation by the Selling Stockholder each Grantor of the transactions contemplated hereby hereby; and thereby will the performance by each Grantor of its obligations hereunder (i) violate any provision of the certificate of incorporation or bylaws of the Selling Stockholder, (ii) will not result in a violation or breach ofof such Grantor's Certificate of Incorporation or its By-laws and (ii) will not result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") upon any of the properties or assets of such Grantor under, (A) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guaranteecontract, agreement, obligation, instrument, offer, commitment, understanding or other evidence arrangement (each a "Contract") or of indebtedness, lease, any license, contractwaiver, agreement exemption, order, franchise, permit or other instrument or obligation concession (each a "Permit") to which the Selling Stockholder such Grantor is a party or by which any of its properties or assets may be bound bound, or (iiiB) violate subject to the governmental filings and other matters referred to in clause (b) below, any judgment, order, writ, injunction, decree, statute, law, regulation or rule or regulation applicable to the Selling Stockholder or any of its properties or assets; except such Grantor, except, in the case of clauses clause (ii) and (iii) ), for violations, breaches breaches, defaults, rights of cancellation, termination, revocation or defaults which acceleration or Liens that would not reasonably be likely to (x) not, individually or in the aggregate, have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunderEffect. (b) No Except as described in the Disclosure Letter (as defined in Section 3.4 of the Restructuring Agreement), no consent, approval, order or authorization of, or registration, declaration or filing or registration with, notification toany government or any court, administrative agency or authorization, consent commission or approval of, any foreignother governmental authority or agency, federal, state, locallocal or foreign is required with respect to any Grantor in connection with the execution, municipaldelivery or performance by such Grantor of this Guarantee and Security Agreement, county the consummation by such Grantor of the transactions contemplated hereby or other governmentalthe performance by such Grantor of its obligations hereunder, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a "Governmental Entity") is except as may be required in connection with the execution and delivery sale, transfer or disposition of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby, except for (i) any applicable requirements under Competition Laws and (ii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunderPledged Collateral. (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and include the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

No Violations; Consents and Approvals. (ai) Neither the execution and execution, delivery or performance by the Company of this Agreement, Agreement or the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder nor or the consummation by the Selling Stockholder Company of the transactions contemplated hereby and or thereby (A) will (i) violate any provision of the certificate of incorporation or bylaws of the Selling Stockholder, (ii) result in a violation or breach ofof the Company Charter or the Company By-Laws or the charter or by-laws of the Company's Subsidiary or (B) will result in a violation or breach of (or give rise to any right of termination, revocation, cancellation or acceleration under or increased payments under), or constitute a default (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, or result in the creation of any lien, mortgage, charge, encumbrance or security interest of any kind (a "Lien") upon any of the properties or assets of the Company or its Subsidiary under, (1) any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guaranteecontract, agreement, obligation, instrument, offer, commitment, understanding or other evidence arrangement (each a "Contract") or of indebtedness, lease, any license, contractwaiver, agreement exemption, order, franchise, permit or other instrument or obligation concession (each a "Permit") to which the Selling Stockholder Company of its Subsidiary is a party or by which any of its their properties or assets may be bound bound, or (iii2) violate subject to the governmental filings and other matters referred to in clause (ii) below, any judgment, order, writ, injunction, decree, statute, law, regulation or rule or regulation applicable to the Selling Stockholder Company or any of its properties or assets; except Subsidiary, except, in the case of clauses clause (ii) and (iii) B), for violations, breaches breaches, defaults, rights of cancellation, termination, revocation, acceleration or defaults which increased payments or Liens that would not reasonably be likely to (x) not, individually or in the aggregate, have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform Company and its obligations hereunderSubsidiary, taken as a whole. (bii) No filing or registration withExcept for filings as may be required under, notification to, or authorization, consent or approval of, any foreign, federal, state, local, municipal, county or and other governmental, administrative or regulatory authority, body, agency, court, tribunal, commission or similar entity (including any branch, department or official thereof) (a "Governmental Entity") is required in connection with the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder or the consummation by the Selling Stockholder of the transactions contemplated hereby and thereby, except for (i) any applicable requirements under Competition Laws and (ii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and include the HxxxXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amendedamended (the "HSR Act"), and (y) Regulation D of the Securities Act of 1933, as amended (the "Securities 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 or local (a "Governmental Entity"), is required with respect to the Company 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 where the failure to obtain such consents, approvals, orders or authorizations, or to make such filings would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiary, taken as a whole).

No Violations; Consents and Approvals. (a) Neither the execution and delivery of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder Company nor the consummation by the Selling Stockholder Company of the transactions contemplated hereby and thereby will (i) - violate any provision of the certificate Articles of incorporation Organization or bylaws By-Laws of the Selling StockholderCompany, (ii) except as set forth in Schedule 3.4(a) of the Disclosure Schedule, conflict -- with, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration, or to the imposition of any Lien (as defined in Section 3.18(b))) 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, the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guarantee, guarantee or other evidence of indebtedness, or any lease, license, contract, agreement agreement, plan or other instrument or obligation obligation, to which the Selling Stockholder Company or any of its Subsidiaries is a party or by which any of its them or any of their assets may be bound or (iii) conflict with or violate any federal, state, local or foreign order, writ, --- injunction, judgment, award, decree, statute, law, rule or regulation (collectively, "Laws") applicable to the Selling Stockholder Company, any of its Subsidiaries or any of its their properties or assets; except in the case of clauses (ii) and or (iii) for such conflicts, violations, breaches or defaults which in the aggregate would not reasonably be likely to (x) have or result in a Material Adverse Effect on or materially impair or delay the Selling Stockholder; or (y) impair the ability consummation of the Selling Stockholder to perform its obligations hereundertransactions contemplated hereby. (b) No Except as disclosed in Schedule 3.4(b) of the Disclosure Schedule, no filing or registration with, declaration or notification to, or order, authorization, consent or approval of, any foreign, federal, state, locallocal or foreign court, municipallegislative, county or other governmental, administrative executive or regulatory authority, body, agency, court, tribunal, commission authority or similar entity (including any branch, department or official thereof) agency (a "Governmental Entity") or any other Person is required in connection with the execution execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder Company or the consummation by the Selling Stockholder Company of the transactions contemplated hereby and therebyhereby, except for (i) any - applicable requirements under Competition Laws and (as defined in Section 5.4(b)), (ii) applicable requirements under the Securities Exchange Act of 1934, as -- amended (the "Exchange Act"), (iii) applicable requirements under the Securities --- Act of 1933, as amended (the "Securities Act"), (iv) the filing of the Articles of Merger with the Massachusetts Secretary of State and the filing of the Certificate of Merger with the Delaware Secretary of State, (v) applicable - requirements under "blue sky" laws of various states,(vi) such other consents, -- approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which in the aggregate would not reasonably be likely to (x) have or result in a Material Adverse Effect on or materially impair or delay the Selling Stockholder; or (y) impair the ability consummation of the Selling Stockholder to perform its obligations hereundertransactions contemplated hereby. (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and include the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

No Violations; Consents and Approvals. (a) Neither the execution The execution, delivery and delivery performance of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement by the Selling Stockholder nor other Transaction Documents does not, and the consummation by the Selling Stockholder Company and the Holders of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of incorporation or bylaws of the Selling StockholderCompany, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or or, with the passage of time, give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation Contract to which the Selling Stockholder Company is a party or by which any of its the properties or assets of the Company may be bound or otherwise subject, which violation or breach could create liability of any kind for the Buyer, or for the Company, or could in any way result in any interference with the Transactions, or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Selling Stockholder Company or any of its properties or assets; except in the case of clauses (ii) and (iii) for violations, breaches or defaults which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (b) No filing or registration with, notification to, or authorization, consent or approval of, any foreign, United States federal, state, localcounty, municipal, county municipal or other governmentallocal jurisdiction, administrative or regulatory authoritypolitical entity, body, agencyorganization, courtsubdivision or branch, tribunallegislative or executive agency or department or other regulatory service, commission authority or similar agency (a “Governmental Entity”) or any other individual or other entity (including any branch, department or official thereof) (a "Governmental Entity"“Person”) is required in connection with the execution execution, delivery and delivery performance of this Agreement, Agreement or any of the Registration Rights Agreement and other Transaction Documents to which the Registration Rights Transfer Agreement by the Selling Stockholder Company is a party or the consummation by the Selling Stockholder Company of the transactions contemplated hereby and therebyTransactions, except for (i) any applicable requirements under Competition Laws and (ii) such other consents, approvals, orders, authorizations, notifications, notices, estoppel certificates, registrations, declarations and ratifications, declarations, filings the failure of which or any waiver, exemption or variance with respect to be obtained any license, permit or made which would not reasonably be likely to (xorder as are set forth in Schedule 3.4(b) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunderDisclosure Schedules (“Consents”). (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and include the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

No Violations; Consents and Approvals. (a) Neither the execution The execution, delivery and delivery performance of each of this Agreement, the Registration Rights Agreement and the Registration Rights Transfer Agreement other Transaction Documents by the Selling Stockholder nor Seller and the Parent to the extent such is a party thereto does not, and the consummation by the Selling Stockholder Seller and the Parent of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of incorporation or bylaws of the Selling StockholderSeller, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any loan or credit agreement, note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, lease, license, contract, agreement or other instrument or obligation Contract to which the Selling Stockholder Seller is a party or by which any of its the properties or assets of the Seller may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Selling Stockholder Seller or any of its properties or assets; except in the case of clauses (ii) and (iii) for violations, breaches or defaults which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunder. (b) No Except as set forth in Schedule 5.4(b), no filing or registration with, notification to, or authorization, consent or approval of, any foreign, provincial, United States federal, state, localcounty, municipal, county municipal or other governmentallocal jurisdiction, administrative or regulatory authoritypolitical entity, body, agencyorganization, court, tribunal, commission subdivision or similar entity (including any branch, legislative or executive agency or department or official thereof) other regulatory service, authority or agency (a "Governmental Entity") is required in connection with the execution execution, delivery and delivery performance of this Agreement, Agreement or any of the Registration Rights Agreement and other Transaction Documents to which the Registration Rights Transfer Agreement by the Selling Stockholder Seller is a party or the consummation by the Selling Stockholder Seller of the transactions contemplated hereby and thereby. (c) No filing or consent, approval, order, authorization, notification to, notice to, estoppel certificate, registration, ratification, declaration, waiver, exemption or variance (collectively, together with the filings, registrations, notifications, authorizations, consents and approvals of Governmental Entities set forth in Section 5.4(c), "Consents") of any individual or entity (a "Person") is required in connection with the execution, delivery and performance of this Agreement or any of the other Transaction Documents to which the Seller is a party or the consummation by the Seller of the transactions contemplated hereby and thereby, except for (isuch Consents as are set forth on Schedule 5.4(c) any applicable requirements under Competition Laws and (ii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations and filings the failure of which to be obtained or made which would not reasonably be likely to (x) have a Material Adverse Effect on the Selling Stockholder; or (y) impair the ability of the Selling Stockholder to perform its obligations hereunderhereof. (c) As used in this Agreement, the term "Competition Laws" shall mean statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade and include the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.