Common use of No Violations, etc Clause in Contracts

No Violations, etc. Except for the filings of the Certificate of Merger, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, 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, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect.

No Violations, etc. Subject to receipt of the Requisite Vote, the execution and delivery of this Agreement do not or will not, as the case may be, and the consummation of the transactions contemplated hereby and compliance with the provisions hereof do not or will not, conflict with, or result in any violation of, or default (with or without notice of lapse of time, or both) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Artistic under, any provision of (i) the Certificate of Incorporation or Bylaws of Artistic, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Artistic, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Artistic or any of its respective properties or assets, other than, in the case of clauses (ii) or (iii), any such conflicts, violations, defaults, losses, liens, security interests, charges or encumbrances that, individually or in the aggregate, would not have a Material Adverse Effect, materially impair the ability of Artistic to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. Except for the filings of the Certificate of Merger, filings required under the Securities Act referred to in Section 3.03 and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 heretoto the Merger Agreement, which are incorporated by reference herein, no filing or registration with, notification to and no permit, or authorization, consent or approval of, any public body Governmental Agency is required by or with respect to Artistic in connection with the execution and delivery of this Agreement or the Merger Agreement by Artistic or is necessary for the consummation by the Company Artistic of the Merger or Merger, the Asset Purchase and the other transactions contemplated herebyhereby and thereby, excluding from the foregoing permitsexcept for such consents, orders, authorizations, consentsregistrations, approvals declarations and notices filings, the failure of which (i) if not obtainedto be obtained or made would not, made or given, either individually or in the aggregate, would not have a Material Adverse Effect on Artistic, materially impair the ability of Artistic to perform its obligations hereunder or thereunder or prevent the Company to consummate consummation of the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, 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, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effectthereby.

No Violations, etc. Except for the filings of the Certificate of Merger, filings required Merger and the Company Proxy Statement under and as contemplated by the Securities Exchange Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 heretoAct, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary on the part of the Company for the consummation by the Company of the Merger or the other transactions contemplated herebyMerger, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated exercise by Parent and the Asset Purchase AgreementSurviving Corporation of full rights to own and operate the business of the Company and its Subsidiary. Neither the execution and deliv- ery delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof nor, to the Knowledge of the Company, the exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Company and its Subsidiary will (i) subject to obtaining the approval of a majority of the outstanding shares of Company Common Stock at the Special Meeting or any adjournment thereof if and to the extent as required by the Delaware Act, conflict with or result in any breach of any provision of the Amended and Restated Certificate of Incorporation (or Byother comparable charter documents) or by-Laws laws of the CompanyCompany or its Subsidiary, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with regulation applicable to the transactions contemplated by the Asset Purchase AgreementCompany, its Subsidiary or any of their respective properties or assets or (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, acceleration, redemption or repurchase or result in the loss of a material benefitrepurchase) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, indenture or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company or its Subsidiary is a party or by which any either of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assetsbound, excluding from the foregoing clauses (ii) and (iii) ), violations, breaches or defaults whichthat, either individually or in the aggregate, would not either prevent or materially impair delay the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, of any public body Government Entity is necessary on the part of Extensity, at or before the Effective Time, for the consummation completion by the Company Extensity of the Merger or any of the other transactions contemplated by this Agreement, or for the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's or any Extensity Sub's businesses as presently being conducted after the Merger, except (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the applicable requirements of the Exchange Act and U.S. state securities laws and (iii) any filings and observance of one or more waiting periods required under HSR. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby, excluding from or compliance with the foregoing permitsprovisions hereof, authorizationsby Extensity, consentsor the exercise by Geac, approvals Extensity and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability their respective Subsidiaries of the Company full rights to consummate own and operate Extensity's and each Extensity Sub's businesses after the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or as they are presently being conducted (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of Extensity Common Stock at the Special Stockholder Meeting or any adjournment thereof if and to the extent required by in accordance with the Delaware Act, Law) will: (i) conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws bylaws of the CompanyExtensity or of any charter document of any Extensity Sub, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Extensity or any Extensity Sub, or by the Asset Purchase Agreement, which any of its properties or assets may be bound or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Extensity or any Extensity Sub is a party or by which any either of them or any of their properties or assets may be bound bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to made in connection with the Company or any completion of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or and the other transactions contemplated hereby by this Agreement under any of Extensity's or have a Material Adverse Effectany Extensity Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, of any public body Government Entity is necessary on the part of the Company for the consummation by the Company of the Merger or and the other transactions contemplated herebyby this Agreement, excluding or for the exercise by Buyer of full rights to own and operate the business of the Company and each Company Subsidiary as presently being conducted, except (a) for the filing of the Certificate of Merger as required by Delaware Law, (b) the applicable requirements of the Exchange Act, state securities or “blue sky” laws and state takeover laws, (c) any filing required under the HSR Act or comparable laws of any other applicable jurisdictions, and (d) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise materially delay the Company from the foregoing permitsperforming its obligations under this Agreement, authorizationsor, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company be reasonably expected to consummate the Merger or the other transactions contemplated hereby or have a Company Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby by this Agreement, nor compliance by the Company with any all of the provisions hereof will (i) of this Agreement, nor the exercise by Buyer of full rights to own and operate the business of the Company and each Company Subsidiary as presently being conducted will, subject to obtaining the approval of a majority of the outstanding shares of Common Stock this Agreement by the Required Company Stockholder Vote at the Company Special Meeting or any adjournment thereof if or postponement of such meeting in accordance with Delaware Law and to the extent required by Bylaws of the Delaware ActCompany, (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter document of the CompanyCompany or any Company Subsidiary, (iiy) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with regulation applicable to the transactions contemplated Company or any Company Subsidiary, or by the Asset Purchase Agreement, which any of their properties or assets may be bound or (z) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or result in creation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which any of them or any of their properties or assets may be bound bound, except in the case of clause (y) or (iiiz) violate above, for any ordersuch conflicts, writbreaches, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches defaults or defaults which, either other occurrences that would not (A) individually or in the aggregateaggregate reasonably be expected to have a Company Material Adverse Effect or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 4.3 of the Company Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by this Agreement under any of the Company’s or any of Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, other than consents, waivers and approvals the lack of which would not materially impair the Company's ability reasonably be expected to consummate the Merger or the other transactions contemplated hereby or have a Company Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Authority is necessary for on the part of the Company or any Company Subsidiary in connection with the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from including the foregoing permitsMerger, authorizations, consents, approvals and notices which except: (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Certificate of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or DGCL; (ii) are as is required in connection for purposes of complying with the transactions contemplated by Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Asset Purchase Agreement“HSR Act”); and (iii) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. Neither the execution and deliv- ery delivery of this Agreement by the Company, nor the consummation of the Merger or the other transactions contemplated hereby hereby, including the Merger, by the Company, nor compliance by the Company with any all of the provisions hereof will (i) will, subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, Company Stockholder Approval in accordance with Applicable Law: (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or By-Laws other charter documents (in each case, as applicable) of the Company, Company or any Company Subsidiary; (iiy) other than as set forth on Schedule 3.03 hereto violate any Applicable Law; or as required in connection with the transactions contemplated by the Asset Purchase Agreement, (z) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, under any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed material Company Contract. Schedule 3.3 of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effecthereby, including the Merger, under any material Company Contracts.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Authority is necessary for on the part of the Parent or any Parent Subsidiary in connection with the consummation by the Company Parent and Merger Sub of the Merger or the other transactions contemplated hereby, excluding from including the foregoing permitsMerger, authorizations, consents, approvals and notices which except: (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Certificate of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or DGCL; (ii) are as is required in connection for purposes of complying with the transactions contemplated by HSR Act; and (iii) where the Asset Purchase Agreementfailure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Parent Material Adverse Effect. Neither the execution and deliv- ery delivery of this Agreement by Parent and Merger Sub, nor the consummation of the Merger or the other transactions contemplated hereby hereby, including the Merger, by Parent and Merger Sub, nor compliance by the Company Parent and Merger Sub with any all of the provisions hereof will (i) will, subject to obtaining the Parent Stockholder Approval in accordance with Applicable Law (and subject to the adoption of this Agreement and the approval of a majority the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, Merger Sub): (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or By-Laws other charter documents (in each case, as applicable) of the Company, Parent or any Parent Subsidiary; (iiy) other than as set forth on Schedule 3.03 hereto violate any Applicable Law; or as required in connection with the transactions contemplated by the Asset Purchase Agreement, (z) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, under any of the terms, conditions or provisions of any (x) notematerial Parent Contract. Schedule 4.3 of the Parent Disclosure Schedule lists all consents, bondnotices, mortgage, indenture, or deed waivers and approvals required to be obtained in connection with the consummation of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effecthereby, including the Merger, under any material Parent Contracts.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary on the part of Stel for the consummation by the Company Stel of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby and by the Stock Option Agreement and the Technology Option Agreement, or have a Material Adverse Effect or for the exercise by Newbridge and the Surviving Corporation of full rights to own and operate the business of Stel and its Subsidiaries as presently being conducted, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) are required in connection compliance with the transactions contemplated applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "Exchange Act") including the filing of a proxy statement on Schedule 14A which is expected to be incorporated into a Registration Statement on Form S-4 to be filed by Newbridge registering the Asset Purchase AgreementNewbridge Common Stock to be issued hereunder (the "Registration Statement"), state securities or "blue sky" laws and state takeover laws, (iii) any filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and (iv) the voluntary notice to be filed under Section 721 of the Defense Production Act of 1950, as amended by Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 (the "Exon-Xxxxxx Amendment"). Neither the execution and deliv- ery delivery of this Agreement, the Stock Option Agreement, and the Technology Option Agreement nor the consummation of the Merger or and the other transactions contemplated hereby and thereby nor compliance by the Company Stel with any all of the provisions hereof will (i) and thereof, nor the exercise by Newbridge and the Surviving Corporation of full rights to own and operate the business of Stel and its Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment thereof if and to the extent required by the in accordance with Delaware ActLaw, (i) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter document of the CompanyStel or any of its Subsidiaries, (ii) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Stel, or any of its Subsidiaries, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Stel or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound bound. Schedule 3.3 of the Stel Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby or (iii) violate by the Stock Option Agreement or Technology Option Agreement under any order, writ, injunction, decree, statute, rule or regulation applicable to the Company of Stel's or any of its properties Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or assetsleases, excluding from contracts, agreements or other instruments or obligations the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, failure to obtain which would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Stel Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary to be made or obtained on the part of SEQUUS for the consummation by the Company SEQUUS of the Merger or and the other transactions contemplated hereby, excluding from or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the foregoing permitsexercise by ALZA and the Surviving Corporation of full rights to own and operate the business of SEQUUS and its Subsidiaries as presently being conducted, authorizations, consents, approvals and notices which except (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate the Certificate of Merger or the other transactions contemplated hereby or have a Material Adverse Effect or as required by Delaware Law, (ii) are as may be required in connection under the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the transactions contemplated by Rules and Regulations promulgated thereunder, the Asset Purchase Agreement"Exchange Act"), state securities or "blue sky" laws and state takeover laws, and (iii) for any filing required under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws of any foreign country. Neither the execution and deliv- ery delivery by SEQUUS of this Agreement Agreement, nor the consummation of the Merger or by SEQUUS and the other transactions contemplated hereby hereby, nor compliance by the Company SEQUUS with any all of the provisions hereof will hereof, nor the exercise by ALZA and the Surviving Corporation of full rights to own and operate the business of SEQUUS and its Subsidiaries as presently being conducted (iassuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of SEQUUS Common Stock at the SEQUUS Special Meeting or any adjournment or postponement thereof if and to the extent required by the in accordance with Delaware ActLaw, (i) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter document of the CompanySEQUUS or any of its Subsidiaries, (ii) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to SEQUUS or any of its Subsidiaries, or by the Asset Purchase Agreementwhich any of their properties or assets is bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material adverse change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company SEQUUS or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound bound. Section 3.3 of the SEQUUS Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to ALZA Subsidiary in connection with the Company consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' or any of its properties Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or assets, excluding from other instruments or obligations the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, failure to obtain which would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a SEQUUS Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of Thoratec or Merger Sub for the consummation by the Company Thoratec or Merger Sub of the Merger or the other transactions contemplated herebyby the TCA Agreements or by the TEC Agreements, excluding from or the foregoing permitsexercise by Thoratec, authorizationsTCA and their Subsidiaries of full rights to own and operate their businesses as presently being conducted, consents, approvals and notices which except (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Articles of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or Massachusetts Law, (ii) are required in connection the filing with the transactions contemplated by SEC and the Asset Purchase Agreementeffectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act (including with respect to the Joint Proxy Statement/Prospectus), state securities or "blue sky" laws, state takeover laws and the listing requirements of Nasdaq and (iv) filings required under the HSR Act. Neither None of the execution and deliv- ery delivery of this Agreement nor the TCA Agreements and the TEC Agreements, the consummation of the Merger or any of the other transactions contemplated hereby nor and thereby, compliance by the Company Thoratec and Merger Sub with any all of the provisions hereof will and thereof, or the exercise by Thoratec, TCA or any of their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (i) subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in the Merger by the Holders of a majority of the outstanding shares of Common Stock such stock at the Thoratec Special Meeting or any adjournment or postponement thereof if and to in accordance with the extent required by the Delaware Act, California Law) will (i) conflict with or result in any breach of any provision of the Restated Certificate articles of Incorporation incorporation, bylaws or By-Laws any other charter document of the CompanyThoratec or any Thoratec Subsidiary, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Thoratec or any Thoratec Subsidiary, or by the Asset Purchase Agreementwhich any of its properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, agreement or other instrument or obligation to which the Company Thoratec or any Thoratec Subsidiary is a party or by which any of them or any of their properties or assets may be bound bound. Schedule 4.3 of the Thoratec Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or (iii) violate the TEC Agreements under any order, writ, injunction, decree, statute, rule or regulation applicable to the Company of Thoratec's or any Thoratec Subsidiary's notes, bonds, mortgages, indentures, deeds of its properties trust, licenses or assetsleases, excluding from the foregoing clauses (ii) and (iii) violationscontracts, breaches agreements or defaults which, either individually other instruments or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effectobligations.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of either Buyer or Merger Sub for the consummation by the Company Buyer or Merger Sub of the Merger or the other transactions contemplated herebyby this Agreement, excluding except for (a) the filing of the Certificate of Merger as required by Delaware Law, (b) the filing with the SEC and the effectiveness of the Registration Statement, (c) the applicable requirements of the Exchange Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of NASDAQ, (d) any filings required under and in compliance with the HSR Act or comparable laws of any other applicable jurisdictions, and (e) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Buyer from the foregoing permitsperforming its obligations under this Agreement, authorizationsor, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company be reasonably expected to consummate the Merger or the other transactions contemplated hereby or have a Buyer Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement Agreement, nor the consummation of the Merger or the other transactions contemplated hereby by this Agreement, nor compliance by the Company Buyer and Merger Sub with any all of the provisions hereof will (i) of this Agreement will, subject to obtaining the approval of a majority the Merger by sole stockholder of Merger Sub and the approval of the outstanding Merger, the adoption of the Merger Agreement and the approval of the issuance of shares of Buyer Common Stock in connection with the Merger by the Required Buyer Shareholder Vote at the Buyer Special Meeting or any adjournment thereof if or postponement of such meeting in accordance with California Law and to the extent required by Bylaws of the Delaware ActBuyer, (x) conflict with or result in any breach of any provision of the Restated Certificate articles of Incorporation incorporation, certificate of incorporation, bylaws or By-Laws other charter documents of the CompanyBuyer, Merger Sub or any Buyer Subsidiary, (iiy) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Buyer, Merger Sub or any Buyer Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (z) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or result in creation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Buyer, Merger Sub or any Buyer Subsidiary is a party or by which any of them or any of their properties or assets may be bound bound, except in the case of clauses (y) or (iiiz) violate above, for any ordersuch conflicts, writbreaches, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches defaults or defaults which, either other occurrences that would not (A) individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 5.3 of the Buyer Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by this Agreement under any of the Buyer’s or any of Buyer Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, other than consents, waivers and approvals the lack of which would not materially impair the Company's ability reasonably be expected to consummate the Merger or the other transactions contemplated hereby or have a Buyer Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of Merger(a) No filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (“Government Entity”) is necessary on the part of Company or any Company Subsidiary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or except (i) for the filing of the Certificate of Merger as required by DGCL, (ii) are required in connection compliance with the transactions contemplated by Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Asset Purchase Agreement. Neither “HSR Act”) and (iii) as set forth on Schedule 3.3 of the Company Disclosure Statement. (b) Except as set forth in Schedule 3.3 of the Company Disclosure Statement, neither the execution and deliv- ery delivery of this the Agreement or any of the Ancillary Agreements, nor the consummation of the Merger or the other transactions contemplated hereby or thereby, nor compliance by the Company with any all of the provisions hereof and thereof, will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate certificate or articles of Incorporation incorporation or By-Laws bylaws of Company or any Company Subsidiary (or, in the Companycase of any Company Subsidiary that is not a corporation, the equivalent organizational documents of such Company Subsidiary), (ii) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, law, statute, rule or as required in connection with the transactions contemplated regulation applicable to Company or any Company Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of payment, termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any material Company Contract (xas defined in Section 3.12). Schedule 3.3 of the Company Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under (i) note, bond, mortgage, indentureany Company Contracts, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would except for those whose failure to obtain will not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Company Material Adverse Effect, any of Company’s or any Company Subsidiaries’ other notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations.

No Violations, etc. Except for the filings of the Certificate of Merger, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, 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, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of either Buyer or Merger Sub for the consummation by the Company Buyer or Merger Sub of the Merger or the other transactions contemplated herebyby this Agreement, excluding except for (a) the filing of the Certificate of Merger as required by Delaware Law, (b) the filing with the SEC and the effectiveness of the Registration Statement, (c) the applicable requirements of the Exchange Act, state securities or "blue sky" laws, state takeover laws and the listing requirements of NASDAQ, (d) any filings required under and in compliance with the HSR Act or comparable laws of any other applicable jurisdictions, and (e) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Buyer from the foregoing permitsperforming its obligations under this Agreement, authorizationsor, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company be reasonably expected to consummate the Merger or the other transactions contemplated hereby or have a Buyer Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement Agreement, nor the consummation of the Merger or the other transactions contemplated hereby by this Agreement, nor compliance by the Company Buyer and Merger Sub with any all of the provisions hereof will (i) of this Agreement will, subject to obtaining the approval of a majority the Merger by sole stockholder of Merger Sub and the approval of the outstanding Merger, the adoption of the Merger Agreement and the approval of the issuance of shares of Buyer Common Stock in connection with the Merger by the Required Buyer Shareholder Vote at the Buyer Special Meeting or any adjournment thereof if or postponement of such meeting in accordance with California Law and to the extent required by Bylaws of the Delaware ActBuyer, (x) conflict with or result in any breach of any provision of the Restated Certificate articles of Incorporation incorporation, certificate of incorporation, bylaws or By-Laws other charter documents of the CompanyBuyer, Merger Sub or any Buyer Subsidiary, (iiy) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Buyer, Merger Sub or any Buyer Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (z) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or result in creation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Buyer, Merger Sub or any Buyer Subsidiary is a party or by which any of them or any of their properties or assets may be bound bound, except in the case of clauses (y) or (iiiz) violate above, for any ordersuch conflicts, writbreaches, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches defaults or defaults which, either other occurrences that would not (A) individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 5.3 of the Buyer Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by this Agreement under any of the Buyer's or any of Buyer Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, other than consents, waivers and approvals the lack of which would not materially impair the Company's ability reasonably be expected to consummate the Merger or the other transactions contemplated hereby or have a Buyer Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of Target for the consummation completion by the Company Target of the Merger or any of the other transactions contemplated hereby, excluding from or for the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made exercise by Buyer or given, either individually or in the aggregate, would not materially impair the ability Target of the Company full rights to consummate own and operate the business of Target as it presently is being conducted, except for the filing of the Certificate of Merger as required by Delaware Law and the filing and approval of the Proxy Statement by the SEC. None of the execution and delivery of this Agreement, the completion of the Merger or any of the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection hereby, compliance by Target with the transactions contemplated provisions hereof, or the exercise by the Asset Purchase Agreement. Neither Surviving Corporation after the execution and deliv- ery of this Agreement nor the consummation Merger of the Merger full right to own and operate the business of Target as it is presently conducted does or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof will will: (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation or By-Laws bylaws of the CompanyTarget, (ii) other than as set forth on Schedule 3.03 hereto violate any Law applicable to Target or as required in connection with the transactions contemplated by the Asset Purchase Agreement, any of Target's properties or assets or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Target is a party or by which any of them Target's properties or assets is bound. Schedule 4.3 of the Target Disclosure Statement lists all consents, waivers and approvals required to be obtained by Target in connection with the completion of the Merger or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby hereby, including in order to enable Buyer or have a Material Adverse EffectTarget, after the Merger, to exercise the full right to own and operate the business of Target as it is presently conducted, under any such notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments.

No Violations, etc. (a) Except for the filings of the Certificate of Merger, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act applicable requirements of the Sale Order and as set forth on Schedule 3.03 heretothe Bidding Procedures Order, no filing filings, notices and/or reports are required to be made by Buyer with, notification nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to and no permit, authorization, consent or approval ofbe obtained by Buyer from, any public body is necessary for Governmental Entity (including any FDA Foreign Equivalent) in connection with the execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation by the Company of the Merger Transactions and the compliance with the terms hereof and thereof, except, in each case, those that the failure to make or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, obtain would not cause a material adverse effect on Buyer or prevent, materially delay or materially impair the ability of the Company Buyer to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or Transactions. (iib) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the The execution and deliv- ery delivery of this Agreement nor and each of the Ancillary Agreements do not, and the consummation of the Merger or Transactions and the other transactions contemplated hereby nor compliance by with the Company with any of the provisions terms hereof and thereof will not: (i) subject violate any Law applicable to obtaining the approval of a majority Buyer; (ii) conflict with any provision of the outstanding shares certificate of Common Stock at the Special Meeting incorporation, bylaws or any adjournment thereof if and to the extent required by the Delaware Act, conflict with other organizational documents of Buyer; or (iii) result in any breach of any provision of the Restated Certificate of Incorporation or By-Laws of the Company, (ii) other than as set forth on Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement, result in a violation or breach of, constitute a default (or constitute (an event that, with or without due notice or lapse of time or both, would become a default) a default (under, require any consent of or notice to any Person pursuant to, give rise to others any right of termination, cancellationamendment, accelerationmodification, redemption acceleration or repurchase cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of Buyer under, or result in the loss creation of a material benefit) under, any Encumbrance on any of the terms, conditions Transferred Assets or provisions of any (x) note, bond, mortgage, indenturethe assets related thereto, or deed any of trust or (y) licensethe Products, lease, agreement or other instrument or obligation pursuant to any Contract to which the Company Buyer is a party or by which any of them or any of their properties or assets may be bound or it is otherwise bound, except for, with respect to the foregoing clause (iii) violate any order), writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, such conflicts which would not materially impair the Company's ability to consummate the Merger affect or the other transactions contemplated hereby materially interfere with Buyer’s performance of its obligations hereunder or have a Material Adverse Effectunder any Ancillary Agreement.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary on the part of DYM for the consummation by the Company DYM of the Merger or and the other transactions contemplated hereby, excluding from or for the foregoing permitsexercise by HPL and the Surviving Corporation of full rights to own and operate the business of DYM as presently being conducted, authorizations, consents, approvals and notices which except for (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability filing of the Company to consummate the Certificate of Merger or the other transactions contemplated hereby or have a Material Adverse Effect or as required by Delaware Law and (ii) are required in connection compliance with the transactions contemplated by applicable requirements of the Asset Purchase AgreementSecurities Act, state securities or "blue sky" laws and state takeover laws. Neither the execution and deliv- ery delivery of this Agreement nor the consummation of the Merger or and the other transactions contemplated hereby and thereby nor compliance by the Company DYM with any all of the provisions hereof and thereof, nor the exercise by HPL and the Surviving Corporation of full rights to own and operate the business of DYM as presently being conducted will (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation Incorporation, bylaws or By-Laws other charter document of the CompanyDYM, (ii) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to DYM, or by the Asset Purchase Agreementwhich any of its properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company DYM is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any orderbound, writexcept where such event would not, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect. The Disclosure Schedule lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any of DYM's Contracts (defined below), the failure to obtain which would have a Material Adverse Effect on DYM. "Contract" shall mean any agreement, contract, note, bond, mortgage, deed of trust, license, arrangement, commitment, franchise, indemnity, indenture, instrument, lease, purchase order, sales order, or understanding, whether or not in writing, to which DYM or any of its affiliates is a party.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Visionics for the consummation by the Company Visionics of the Merger or and the other transactions contemplated hereby, excluding from or for the foregoing permitsexercise by Identix and the Surviving Corporation of full rights to own and operate the business of Visionics and the Visionics Subsidiaries as presently being conducted, authorizations, consents, approvals and notices which except (i) if for the filing of the Certificate of Merger as required by Delaware Law, (ii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, (iii) any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), xxx (xx) xxxxx xhe failure to make such filing xx xxxxxxxxxxxx xx xo obtain such permit, authorization, consent or approval would not obtainedprevent or materially delay the Merger, made or given, either otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Visionics Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement the Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby hereby, nor compliance by the Company Visionics with any all of the provisions hereof will (i) and thereof, nor the exercise by Identix and the Surviving Corporation of full rights to own and operate the business of Visionics and the Visionics Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Visionics Common Stock at the Visionics Special Meeting or any adjournment thereof if and to the extent required by the in accordance with Delaware ActLaw, (i) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter document of the CompanyVisionics or any Visionics Subsidiary, (ii) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Visionics or any Visionics Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Visionics or any Visionics Subsidiary is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any orderbound. Schedule 3.3 of the Visionics Disclosure Statement lists all consents, writ, injunction, decree, statute, rule or regulation applicable waivers and approvals required to be obtained in connection with the Company or any consummation of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby under any of Visionics' or any Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a Visionics Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary on the part of AXENT for the consummation by the Company AXENT of the Merger or and the other transactions contemplated hereby, excluding from or for the foregoing permitsexercise by Symantec and the Surviving Corporation of full rights to own and operate the business of AXENT and its Subsidiaries as presently being conducted, authorizations, consents, approvals and notices which except (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate the Certificate of Merger or the other transactions contemplated hereby or have a Material Adverse Effect or as required by Delaware Law, (ii) are required in connection the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the transactions contemplated by Rules and Regulations promulgated thereunder, the Asset Purchase Agreement"Exchange Act"), state securities or "blue sky" laws and state takeover laws, and (iii) any filing required under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"). Neither Xxither the execution and deliv- ery delivery of this Agreement Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby hereby, nor compliance by the Company AXENT with any all of the provisions hereof will (i) and thereof, nor the exercise by Symantec and the Surviving Corporation of full rights to own and operate the business of AXENT and its Subsidiaries as presently being conducted will, subject to obtaining the approval of the this Agreement by the holders of a majority of the outstanding shares of AXENT Common Stock at the AXENT Special Meeting or any adjournment thereof if and to the extent required by the in accordance with Delaware ActLaw, (i) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter document of the CompanyAXENT or any of its Subsidiaries, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to AXENT or any of its Subsidiaries, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company AXENT or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound bound, except in the case of clauses (ii) or (iii) violate above, for any ordersuch conflicts, writbreaches, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches defaults or defaults which, either other occurrences that would not (x) individually or in the aggregate, would not reasonably be expected to have an AXENT Material Adverse Effect, or (y) prevent or materially impair or delay the Company's ability consummation of the transactions contemplated by this Agreement. Schedule 3.3 of the AXENT Disclosure Statement lists all consents, waivers and approvals required to consummate be obtained in connection with the Merger or consummation of the other transactions contemplated hereby under any of AXENT's or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would reasonably be expected to have a an AXENT Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Authority is necessary on the part of Company or any Company Subsidiary for the consummation by the Company of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or except: (i) for the filing of the Certificate of Merger as required by the DGCL; (ii) are as is required in connection for purposes of complying with the transactions contemplated by Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Asset Purchase Agreement“HSR Act”); and (iii) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not result in a Company Material Adverse Effect. Neither the execution and deliv- ery delivery of this Agreement by Company, nor the consummation of the Merger or the other transactions contemplated hereby by Company, nor compliance by the Company with any all of the provisions hereof will (i) and thereof will, subject to obtaining the approval of a majority of the outstanding shares of Common Stock Company Stockholder Approval at the Company Special Meeting Meeting, or any adjournment or postponement thereof if and to the extent required by the Delaware Act, in accordance with Applicable Law: (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws, certificate of formation, limited liability company agreement or By-Laws other charter documents (in each case, as applicable) of the Company, Company or any Company Subsidiary; (iiy) other than violate any Applicable Law; or (z) except as set forth on disclosed in Schedule 3.03 hereto or as required in connection with the transactions contemplated by the Asset Purchase Agreement3.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) noteCompany Contract, bond, mortgage, indenture, or deed except in the case of trust or clauses (y) licenseor (z) for any violation, lease, agreement breach or other instrument or obligation to which default that would not result in a Company Material Adverse Effect. Schedule 3.3 of the Company is a party or by which Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any of them Company Contracts, or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of its properties trust, licenses or assetsleases, excluding from the foregoing clauses (ii) and (iii) violationscontracts, breaches agreements or defaults other instruments or obligations, except for those which, either individually or in the aggregateif not obtained, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have result in a Company Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (“Government Entity”) is necessary on the part of Seller for the consummation by the Company Seller of the Merger or and the other transactions contemplated hereby, excluding from or for the foregoing permitsexercise by Buyer and the Surviving Corporation of full rights to own and operate the business of Seller and the Seller Subsidiaries as presently being conducted, authorizations, consents, approvals and notices which except (i) if for the filing of the Articles of Merger as required by Washington Law, (ii) for compliance with the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the “Exchange Act”), state securities or “blue sky” laws and state takeover laws, and (iii) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not obtainedhad, made or givencould not reasonably be expected to have, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Seller Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement the Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby hereby, nor compliance by the Company Seller with any all of the provisions hereof will (i) and thereof, nor the exercise by Buyer and the Surviving Corporation of full rights to own and operate the business of Seller and the Seller Subsidiaries as presently being conducted will, subject to obtaining the approval of a majority this Agreement by the holders of at least two-thirds of the outstanding shares of Seller Common Stock at the Seller Special Meeting or any adjournment thereof if and to the extent required by the Delaware Actin accordance with Washington Law, (i) conflict with or result in any breach of any provision of the Restated Certificate articles of Incorporation incorporation or By-Laws bylaws of Seller or any Seller Subsidiary (or, in the Companycase of any Seller Subsidiary that is not a corporation, the equivalent charter documents of such Seller Subsidiary), (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Seller or any Seller Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any Seller Contract (xas defined below), except in the case of clauses (ii) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate for any orderviolation, writbreach or default that has not had, injunctionor could not reasonably be expected to have, decreea Seller Material Adverse Effect. Schedule 3.3 of the Seller Disclosure Statement lists all consents, statutenotices, rule or regulation applicable waivers and approvals required to be obtained in connection with the Company consummation of the transactions contemplated hereby under any Seller Contracts, or any of its properties Seller’s or assetsany Seller Subsidiaries’ notes, excluding from bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the foregoing clauses (ii) and (iii) violationsfailure to obtain which has had, breaches or defaults whichcould reasonably be expected to have, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Seller Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Visionics for the consummation by the Company Visionics of the Merger or and the other transactions contemplated hereby, excluding from or for the foregoing permitsexercise by Identix and the Surviving Corporation of full rights to own and operate the business of Visionics and the Visionics Subsidiaries as presently being conducted, authorizations, consents, approvals and notices which except (i) if for the filing of the Certificate of Merger as required by Delaware Law, (ii) the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, (iii) any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), xxx (xx) xxxxe the failure to make such filixx xx xxxxxxxxxxxx xr to obtain such permit, authorization, consent or approval would not obtainedprevent or materially delay the Merger, made or given, either otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Visionics Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement the Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby hereby, nor compliance by the Company Visionics with any all of the provisions hereof will (i) and thereof, nor the exercise by Identix and the Surviving Corporation of full rights to own and operate the business of Visionics and the Visionics Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Visionics Common Stock at the Visionics Special Meeting or any adjournment thereof if and to the extent required by the in accordance with Delaware ActLaw, (i) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter document of the CompanyVisionics or any Visionics Subsidiary, (ii) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Visionics or any Visionics Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company Visionics or any Visionics Subsidiary is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any orderbound. Schedule 3.3 of the Visionics Disclosure Statement lists all consents, writ, injunction, decree, statute, rule or regulation applicable waivers and approvals required to be obtained in connection with the Company or any consummation of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby under any of Visionics' or any Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a Visionics Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (“Government Entity”) is necessary on the part of Company or any Company Subsidiary for the consummation by the Company of the Merger or and the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which hereby except (i) if for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCL, (ii) for compliance with the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the “Exchange Act”), state securities or “blue sky” laws and state takeover laws, (iii) compliance with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not obtainedhad, made or givencould not reasonably be expected to have, either individually or in the aggregate, would not materially impair the ability of the a Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby hereby, nor compliance by the Company with any all of the provisions hereof will (i) and thereof, will, subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the holders of at least a majority of the outstanding shares of Company Common Stock at the Company Special Meeting or any adjournment or postponement thereof if and to the extent required by the Delaware Actin accordance with Florida Law, (i) conflict with or result in any breach of any provision of the Restated Certificate articles of Incorporation incorporation or By-Laws bylaws of Company or any Company Subsidiary (or, in the Companycase of any Company Subsidiary that is not a corporation, the equivalent charter documents of such Company Subsidiary), (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Company or any Company Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any Company Contract (xas defined below), except in the case of clauses (ii) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate for any orderviolation, writbreach or default that has not had, injunctionor could not reasonably be expected to have, decree, statute, rule or regulation applicable to a Company Material Adverse Effect. Schedule 3.3 of the Company Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Company Contracts, or any of its properties Company’s or assetsany Company Subsidiaries’ notes, excluding from the foregoing clauses (ii) and (iii) violationsbonds, breaches mortgages, indentures, deeds of trust, licenses or defaults whichleases, either individually contracts, agreements or in the aggregateother instruments or obligations, would except for those whose failure to obtain will not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Company Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body Government Entity is necessary on the part of either Parent or Merger Sub for the consummation by the Company Parent or Merger Sub of the Merger or the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which except (i) if for the filing of the Certificate of Merger as required by the DGCL, (ii) for the filing with the Securities and Exchange Commission (“SEC”) of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), state securities or “blue sky” laws, state takeover laws and the relevant listing requirements, (iv) any required compliance with the HSR Act, or (v) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not obtainedhad, made or givencould not reasonably be expected to have, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Parent Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby hereby, nor compliance by the Company Parent and Merger Sub with any all of the provisions hereof and thereof will, subject to approval of the issuance of the shares in connection with the Merger and Financing Transaction by at least a majority vote of the number of shares of Parent Common Stock entitled to vote represented at the Parent Special Meeting, or any adjournment or postponement thereof in accordance with Nevada Law, at the time of the vote, and the adoption of this Agreement by parent as sole stockholder of Merger Sub, which will occur immediately after the execution and delivery hereof, (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter documents of the CompanyParent or any Parent Subsidiary, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Parent or any Parent Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any Parent Contract (x) noteas defined below), bond, mortgage, indenture, or deed except in the case of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and or (iii) violations), breaches for any violation, breach or defaults whichdefault that has not had, either individually or could not reasonably be expected to have, a Parent Material Adverse Effect. Schedule 4.3 of the Parent Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the aggregate, would not materially impair consummation of the Company's ability to consummate the Merger or the other transactions contemplated hereby under any Parent Contracts, or any of Parent’s or any Parent Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, except for those whose failure to obtain will not have a Parent Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, governmental division or department, tribunal, quasi-governmental authority or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary on the part of the Company for the consummation by the Company of the Merger or and the other transactions contemplated hereby, excluding from except for the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability filing of the Company to consummate Merger Filings as required by the DGCL and the TBCA. Neither the execution and delivery of this Agreement nor consummation of the Merger or and the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither the execution and deliv- ery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby thereby nor compliance by the Company with any all of the provisions hereof will and thereof, subject to obtaining Shareholder Approval (i) subject to obtaining the approval of a majority of the outstanding shares of Common Stock at the Special Meeting or any adjournment thereof if and to the extent required by the Delaware Act, conflict with or result in any breach violation of any provision of the Restated Certificate Articles of Incorporation Incorporation, bylaws or By-Laws other charter document of the any Company, (ii) other than as set forth on Schedule 3.03 hereto violate any material order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to any Company, or by the Asset Purchase Agreementwhich any of its properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) by any other person under, any of the terms, conditions or provisions of any (x) material note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the any Company is a party or by which any of them Company or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to bound. Schedule 3.3 of the Company Disclosure Statement lists all consents, waivers, notification and disclosures and approvals required to be obtained or any made in connection with the consummation of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches or defaults which, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby under any Company's notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a Company Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body domestic or foreign court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary on the part of TCA or TEC for the consummation by the Company TCA of the Merger or any of the other transactions contemplated herebyby the TCA Agreements or the TEC Agreements, excluding from or for the foregoing permitsexercise by Thoratec, authorizationsTCA and their Subsidiaries of full rights to own and operate their businesses as presently being conducted, consents, approvals and notices which except (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Articles of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or Massachusetts Law, (ii) are required in connection the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the transactions contemplated by Rules and Regulations promulgated thereunder, the Asset Purchase Agreement"Exchange Act"), state securities or "blue sky" laws and state takeover laws, and (iii) filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). Neither Noxx xx xxx xxxxxxxon and delivery of the execution and deliv- ery of this Agreement nor TCA Agrexxxxxx xxx xxx XXX Xgreements, the consummation of the Merger or any of the other transactions contemplated hereby nor and thereby, or compliance by the Company TCA and TEC with any all of the provisions hereof will and thereof, or the exercise by Thoratec, TCA and their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (i) subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of TCA Common Stock at the TCA Special Meeting or any adjournment or postponement thereof if and to in accordance with the extent required by the Delaware Act, Massachusetts Law) will: (i) conflict with or result in any breach of any provision of the Restated Certificate Articles of Incorporation Organization, bylaws or By-Laws any other charter document of the CompanyTCA or any of its Subsidiaries, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to TCA or any of its Subsidiaries, or by the Asset Purchase Agreementwhich any of its properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company TEC, TCA or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound bound. Schedule 3.3 of the TCA Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or (iii) violate the TEC Agreements under any orderof TEC's, writ, injunction, decree, statute, rule or regulation applicable to the Company TCA's or any of its properties their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or assetsleases, excluding from the foregoing clauses (ii) and (iii) violationscontracts, breaches agreements or defaults which, either individually other instruments or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effectobligations.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality (“Government Entity”) is necessary on the part of Company or any Company Subsidiary for the consummation by the Company of the Merger or and the other transactions contemplated hereby, excluding from the foregoing permits, authorizations, consents, approvals and notices which hereby except (i) if for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCL, (ii) for compliance with the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the “Exchange Act”), state securities or “blue sky” laws and state takeover laws, (iii) compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not obtainedhad, made or givencould not reasonably be expected to have, either individually or in the aggregate, would not materially impair the ability of the a Company to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby hereby, nor compliance by the Company with any all of the provisions hereof will (i) and thereof, will, subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the holders of at least a majority of the outstanding shares of Company Common Stock at the Company Special Meeting or any adjournment or postponement thereof if and to the extent required by the Delaware Actin accordance with Florida Law, (i) conflict with or result in any breach of any provision of the Restated Certificate articles of Incorporation incorporation or By-Laws bylaws of Company or any Company Subsidiary (or, in the Companycase of any Company Subsidiary that is not a corporation, the equivalent charter documents of such Company Subsidiary), (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Company or any Company Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any Company Contract (xas defined below), except in the case of clauses (ii) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate for any orderviolation, writbreach or default that has not had, injunctionor could not reasonably be expected to have, decree, statute, rule or regulation applicable to a Company Material Adverse Effect. Schedule 3.3 of the Company Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Company Contracts, or any of its properties Company’s or assetsany Company Subsidiaries’ notes, excluding from the foregoing clauses (ii) and (iii) violationsbonds, breaches mortgages, indentures, deeds of trust, licenses or defaults whichleases, either individually contracts, agreements or in the aggregateother instruments or obligations, would except for those whose failure to obtain will not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Company Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of Seller for the consummation by the Company Seller of the Merger or and the other transactions contemplated hereby, excluding from or for the foregoing permitsexercise by Buyer and the Surviving Corporation of full rights to own and operate the business of Seller and the Seller Subsidiaries as presently being conducted, authorizations, consents, approvals and notices which except (i) if for the filing of the Articles of Merger as required by Washington Law, (ii) for compliance with the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, and (iii) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not obtainedhad, made or givencould not reasonably be expected to have, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or have a Seller Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement the Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby hereby, nor compliance by the Company Seller with any all of the provisions hereof will (i) and thereof, nor the exercise by Buyer and the Surviving Corporation of full rights to own and operate the business of Seller and the Seller Subsidiaries as presently being conducted will, subject to obtaining the approval of a majority this Agreement by the holders of at least two-thirds of the outstanding shares of Seller Common Stock at the Seller Special Meeting or any adjournment thereof if and to the extent required by the Delaware Actin accordance with Washington Law, (i) conflict with or result in any breach of any provision of the Restated Certificate articles of Incorporation incorporation or By-Laws bylaws of Seller or any Seller Subsidiary (or, in the Companycase of any Seller Subsidiary that is not a corporation, the equivalent charter documents of such Seller Subsidiary), (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to Seller or any Seller Subsidiary, or by the Asset Purchase Agreementwhich any of their properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any Seller Contract (xas defined below), except in the case of clauses (ii) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company is a party or by which any of them or any of their properties or assets may be bound or (iii) violate for any orderviolation, writbreach or default that has not had, injunctionor could not reasonably be expected to have, decreea Seller Material Adverse Effect. Schedule 3.3 of the Seller Disclosure Statement lists all consents, statutenotices, rule or regulation applicable waivers and approvals required to be obtained in connection with the Company consummation of the transactions contemplated hereby under any Seller Contracts, or any of its properties Seller's or assetsany Seller Subsidiaries' notes, excluding from bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the foregoing clauses (ii) and (iii) violationsfailure to obtain which has had, breaches or defaults whichcould reasonably be expected to have, either individually or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Seller Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, of any public body Government Entity is necessary on the part of the Company for the consummation by the Company of the Merger or and the other transactions contemplated herebyby this Agreement, excluding or for the exercise by Buyer of full rights to own and operate the business of the Company and each Company Subsidiary as presently being conducted, except (a) for the filing of the Certificate of Merger as required by Delaware Law, (b) the applicable requirements of the Exchange Act, state securities or "blue sky" laws and state takeover laws, (c) any filing required under the HSR Act or comparable laws of any other applicable jurisdictions, and (d) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise materially delay the Company from the foregoing permitsperforming its obligations under this Agreement, authorizationsor, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company be reasonably expected to consummate the Merger or the other transactions contemplated hereby or have a Company Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase AgreementEffect. Neither the execution and deliv- ery delivery of this Agreement Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby by this Agreement, nor compliance by the Company with any all of the provisions hereof will (i) of this Agreement, nor the exercise by Buyer of full rights to own and operate the business of the Company and each Company Subsidiary as presently being conducted will, subject to obtaining the approval of a majority of the outstanding shares of Common Stock this Agreement by the Required Company Stockholder Vote at the Company Special Meeting or any adjournment thereof if or postponement of such meeting in accordance with Delaware Law and to the extent required by Bylaws of the Delaware ActCompany, (x) conflict with or result in any breach of any provision of the Restated Certificate certificate of Incorporation incorporation, bylaws or By-Laws other charter document of the CompanyCompany or any Company Subsidiary, (iiy) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with regulation applicable to the transactions contemplated Company or any Company Subsidiary, or by the Asset Purchase Agreement, which any of their properties or assets may be bound or (z) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (default, or result in creation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which any of them or any of their properties or assets may be bound bound, except in the case of clause (y) or (iiiz) violate above, for any ordersuch conflicts, writbreaches, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets, excluding from the foregoing clauses (ii) and (iii) violations, breaches defaults or defaults which, either other occurrences that would not (A) individually or in the aggregate, would not aggregate reasonably be expected to have a Company Material Adverse Effect or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 4.3 of the Company Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by this Agreement under any of the Company's ability or any of Company Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, other than consents, waivers and approvals the lack of which would not reasonably be expected to consummate the Merger or the other transactions contemplated hereby or have a Company Material Adverse Effect.

No Violations, etc. Except for the filings of the Certificate of MergerNo filing with or notification to, filings required under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act and as set forth on Schedule 3.03 hereto, no filing with, notification to and no permit, authorization, consent or approval of, any public body domestic or foreign court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") is necessary on the part of TCA or TEC for the consummation by the Company TCA of the Merger or any of the other transactions contemplated herebyby the TCA Agreements or the TEC Agreements, excluding from or for the foregoing permitsexercise by Thoratec, authorizationsTCA and their Subsidiaries of full rights to own and operate their businesses as presently being conducted, consents, approvals and notices which except (i) if not obtained, made or given, either individually or in for the aggregate, would not materially impair the ability filing of the Company to consummate Articles of Merger as required by the Merger or the other transactions contemplated hereby or have a Material Adverse Effect or Massachusetts Law, (ii) are required in connection the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the transactions contemplated by Rules and Regulations promulgated thereunder, the Asset Purchase Agreement"Exchange Act"), state securities or "blue sky" laws and state takeover laws, and (iii) filings required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx"). Neither None of the execution and deliv- ery delivery of this Agreement nor the TCA Agreements and the TEC Agreements, the consummation of the Merger or any of the other transactions contemplated hereby nor and thereby, or compliance by the Company TCA and TEC with any all of the provisions hereof will and thereof, or the exercise by Thoratec, TCA and their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (i) subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of TCA Common Stock at the TCA Special Meeting or any adjournment or postponement thereof if and to in accordance with the extent required by the Delaware Act, Massachusetts Law) will: (i) conflict with or result in any breach of any provision of the Restated Certificate Articles of Incorporation Organization, bylaws or By-Laws any other charter document of the CompanyTCA or any of its Subsidiaries, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with the transactions contemplated regulation applicable to TCA or any of its Subsidiaries, or by the Asset Purchase Agreementwhich any of its properties or assets may be bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (under, or result in any material change in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase or result in the loss of a material benefit) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) trust, license, lease, contract, agreement or other instrument or obligation to which the Company TEC, TCA or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound bound. Schedule 3.3 of the TCA Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or (iii) violate the TEC Agreements under any orderof TEC's, writ, injunction, decree, statute, rule or regulation applicable to the Company TCA's or any of its properties their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or assetsleases, excluding from the foregoing clauses (ii) and (iii) violationscontracts, breaches agreements or defaults which, either individually other instruments or in the aggregate, would not materially impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effectobligations.

No Violations, etc. Except for the filings filing of the Certificate of Merger, filings merger as required under by the Securities Delaware Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filings required under and in compliance with the HSR Act, the Securities Act and as set forth on Schedule 3.03 heretothe Exchange Act, no filing with, notification to and no permit, authorization, consent or approval of, any public body is necessary on the part of the Company for the consummation by the Company of the Merger or the other transactions contemplated herebyMerger, excluding from the foregoing permits, authorizations, consents, approvals and notices which (i) if not obtained, made or given, either individually or in the aggregate, would not materially impair the ability of the Company to consummate the Merger or the other transactions contemplated hereby or the exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Company and the Company Subsidiaries. Except for the Revolving Credit Agreement dated January 27, 1998, as amended, among Camelot Music, Inc. (a wholly-owned Company Subsidiary), as borrower, the several lenders named therein and The Chase Manhattan Bank, as agent (the "Company Credit Facility"), and except for those leases that will require consent which the Company reasonably expects to obtain and the failure of which to obtain, individually, or in the aggregate, will not have a Material Adverse Effect or (ii) are required in connection with the transactions contemplated by the Asset Purchase Agreement. Neither Effect, neither the execution and deliv- ery delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated hereby nor compliance by the Company with any of the provisions hereof nor the exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Company and the Company Subsidiaries will (i) subject to obtaining the approval of a majority of the outstanding shares of Company Common Stock at the Company Special Meeting or any adjournment thereof if and to the extent required by the Delaware Actthereof, conflict with or result in any breach of any provision of the Restated Certificate of Incorporation or Byby-Laws laws of the CompanyCompany or any of the Company Subsidiaries, (ii) other than as set forth on Schedule 3.03 hereto violate any order, writ, injunction, decree, statute, rule or as required in connection with regulation applicable to the transactions contemplated by Company, any of the Asset Purchase Agreement, Company Subsidiaries or any of their respective properties or assets or (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, acceleration, redemption or repurchase or result in the loss of a material benefitrepurchase) under, any of the terms, conditions or provisions of any (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company or any of the Company Subsidiaries is a party or by which any either of them or any of their properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assetsbound, excluding from the foregoing clauses (ii) and clause (iii) ), violations, breaches or defaults whichthat, either individually or in the aggregate, would not materially either impair the Company's ability to consummate the Merger or the other transactions contemplated hereby or have a Material Adverse Effect.