Common use of No Violations, etc Clause in Contracts

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent or Merger Sub for the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated hereby, except (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCL, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of Nasdaq, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution and delivery of the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Parent and Merger Sub with 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 Delaware 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) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent or any Parent Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any Parent Subsidiary, or by which 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 under, any of the terms, conditions or provisions of any Parent Contract (as defined below), except in the case of clauses (ii) or (iii), for any violation, breach or default that has not had, or could not reasonably be expected to have, a Parent Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent Buyer or Merger Sub for the consummation by Parent Buyer or Merger Sub of the Merger or the other transactions contemplated herebyby this Agreement, except for (ia) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLDelaware Law, (iib) for the filing with the SEC of, and the effectiveness of, of the Registration Statement, (iiic) for compliance with the applicable requirements of the Exchange Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of NasdaqNASDAQ, (d) any filings required under and in compliance with the HSR Act or comparable laws of any other applicable jurisdictions, and (ive) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has would not hadprevent or materially delay the Merger, or could not reasonably be expected to haveotherwise prevent or materially delay Buyer from performing its obligations under this Agreement, or, individually or in the aggregate, be reasonably expected to have a Parent Buyer Material Adverse Effect. Neither the execution and delivery of the this Agreement, nor the consummation of the Merger or the other transactions contemplated herebyby this Agreement, nor compliance by Parent Buyer and Merger Sub with all of the provisions hereof and thereof of this Agreement will, subject to the approval of the Merger by sole stockholder of Merger Sub and the approval of the Merger, the adoption of the Merger Agreement and the approval of the issuance of the shares of Buyer Common Stock 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 Required Buyer Shareholder Vote at the Parent Buyer Special Meeting, Meeting or any adjournment or postponement thereof of such meeting in accordance with Delaware law, at California Law and the time Bylaws 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 hereofBuyer, (ix) conflict with or result in any breach of any provision of the articles of incorporation, certificate of incorporation, bylaws or other charter documents of Parent Buyer, Merger Sub or any Parent Buyer Subsidiary, (iiy) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent Buyer, Merger Sub or any Parent Buyer Subsidiary, or by which any of their properties or assets may be bound, or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underdefault, or result in any material change increation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any Parent Contract (as defined below)note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which 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, except in the case of clauses (iiy) or (iii)z) above, for any violationsuch conflicts, breach breaches, violations, defaults or default other occurrences that has would not had(A) individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, or could (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 reasonably be expected to have, have a Parent Buyer Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, of any Government Entity is necessary on the part of either Parent or Merger Sub the Company for the consummation by Parent or Merger Sub the Company of the Merger or and the other transactions contemplated herebyby this Agreement, 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 (ia) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLDelaware Law, (iib) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or “blue sky” laws and state takeover laws, state takeover (c) any filing required under the HSR Act or comparable laws of any other applicable jurisdictions, and the listing requirements of Nasdaq, or (ivd) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has would not hadprevent or materially delay the Merger, or could not reasonably be expected to haveotherwise materially delay the Company from performing its obligations under this Agreement, or, individually or in the aggregate, be reasonably expected to have a Parent Company Material Adverse Effect. Neither the execution and delivery of the this Agreement, nor the consummation of the Merger or and the other transactions contemplated herebyby this Agreement, nor compliance by Parent and Merger Sub the Company with all of the provisions hereof of this Agreement, nor the exercise by Buyer of full rights to own and thereof operate the business of the Company and each Company Subsidiary as presently being conducted will, subject to obtaining the approval of the issuance of this Agreement by 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 Required Company Stockholder Vote at the Parent Company Special Meeting, Meeting or any adjournment or postponement thereof of such meeting in accordance with Delaware law, at Law and the time Bylaws 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 hereofCompany, (ix) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents document of Parent the Company or any Parent Company Subsidiary, (iiy) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent the Company or any Parent Company Subsidiary, or by which any of their properties or assets may be bound, bound or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underdefault, or result in any material change increation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any Parent Contract (as defined below)note, bond, mortgage, indenture, deed of 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, except in the case of clauses clause (iiy) or (iii)z) above, for any violationsuch conflicts, breach breaches, violations, defaults or default other occurrences that has would not had(A) individually or in the 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 or could 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 have, have a Parent Company Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent Newbridge or Merger Sub for the consummation by Parent Newbridge or Merger Sub of the Merger or the other transactions contemplated hereby, and by the Stock Option Agreement and the Technology Option Agreement, except for (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLDelaware Law, (ii) for the filing with the SEC of, and the effectiveness of, of the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state or Canadian provincial securities or “"blue sky” " laws, state takeover laws and the listing requirements of Nasdaqthe NYSE and the Toronto Stock Exchange, or (iv) where any filings required under and in compliance with the failure to make such filing or notification or to obtain such permitHSR Act, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in and (v) the aggregate, a Parent Material Adverse Effectvoluntary notice under the Exon- Xxxxxx Amendment. Neither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or the other transactions contemplated herebyhereby or thereby, nor compliance by Parent Newbridge and Merger Sub with 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 Delaware 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) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent Newbridge or any Parent Newbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Newbridge, any Parent Subsidiary, Newbridge Material Subsidiary or by which 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 indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any Parent Contract (as defined below)material note, except in the case bond, mortgage, indenture, deed of clauses (ii) trust, license, lease, agreement or (iii), for other instrument or obligation to which Newbridge or any violation, breach Newbridge Material Subsidiary is a party or default that has not had, by which any of them or could not reasonably any of their properties or assets may be expected to have, a Parent Material Adverse Effectbound.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, of any Government Entity is necessary on the part of either Parent Extensity, at or Merger Sub before the Effective Time, for the consummation completion by Parent or Merger Sub 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, except (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCL, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for or compliance with the applicable requirements of the Exchange Actprovisions hereof, state securities or “blue sky” laws, state takeover laws and the listing requirements of Nasdaqby Extensity, or the exercise by Geac, Extensity and their respective Subsidiaries of full rights to own and operate Extensity's and each Extensity Sub's businesses after the Merger as they are presently being conducted (iv) where subject to obtaining the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution and delivery of the Agreement, nor the consummation of the Merger or by the other transactions contemplated hereby, nor compliance by Parent and Merger Sub with all holders of a majority 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 outstanding shares of Parent Extensity Common Stock entitled to vote represented at the Parent Special Meeting, or any adjournment or postponement thereof Stockholder Meeting in accordance with the Delaware 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, Law) will: (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation, Incorporation or bylaws of Extensity or other of any charter documents document of Parent or any Parent SubsidiaryExtensity Sub, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent Extensity or any Parent SubsidiaryExtensity Sub, or by which any of their its properties or assets may be bound, 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 under, any of the terms, conditions or provisions of any Parent Contract (as defined below)note, except bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Extensity or any Extensity Sub is a party or by which either of them or any of their properties or assets may be bound. Schedule 4.3 of the Extensity Disclosure Statement lists all consents, waivers, approvals and filings required to be obtained or made in connection with the case completion of clauses (ii) the Merger and the other transactions contemplated by this Agreement under any of Extensity's or (iii)any Extensity Sub's notes, for any violationbonds, breach mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or default that has not had, other instruments or could not reasonably be expected to have, a Parent Material Adverse Effectobligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent Identix or Merger Sub for the consummation by Parent Identix or Merger Sub of the Merger or the other transactions contemplated hereby, except (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLDelaware Law, (ii) for the filing with the SEC of, and the effectiveness of, of the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or “"blue sky” " laws, state takeover laws and the listing requirements of Nasdaq, or (iv) any filings required under and in compliance with the HSR Act, (v) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has would not hadprevent or materially delay the Merger, or could not reasonably be expected to have, otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, a Parent have an Identix Material Adverse Effect. Neither the execution and delivery of the Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Parent Identix and Merger Sub with all of the provisions hereof and thereof will, subject to obtaining the approval of the issuance of Identix Common Stock in the Merger by the holders of a majority of the shares in connection with the Merger and Financing Transaction by at least a majority vote of the number of shares of Parent Identix Common Stock entitled to vote represented in person or by proxy at the Parent Identix Special Meeting, Meeting or any adjournment or postponement thereof in accordance with Delaware 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 hereofLaw, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent Identix or any Parent Identix Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent Identix or any Parent Identix Subsidiary, or by which 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 under, any of the terms, conditions or provisions of any Parent Contract (as defined below)material note, except bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Identix or any Identix Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 of the Identix Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the case consummation of clauses (ii) the transactions contemplated hereby under any of Identix' or (iii)any of the Identix Subsidiaries' notes, for any violationbonds, breach mortgages, indentures, deeds of trust, licenses or default that has not hadleases, contracts, agreements or could not reasonably be expected other instruments or obligations the failure to have, a Parent obtain which would have an Identix Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent Thoratec or Merger Sub for the consummation by Parent Thoratec or Merger Sub of the Merger or the other transactions contemplated herebyby the TCA Agreements or by the TEC Agreements, or the exercise by Thoratec, TCA and their Subsidiaries of full rights to own and operate their businesses as presently being conducted, except (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLthe Massachusetts Law, (ii) for the filing with the SEC of, and the effectiveness of, of the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange ActAct (including with respect to the Joint Proxy Statement/Prospectus), state securities or “"blue sky” " laws, state takeover laws and the listing requirements of Nasdaq, or Nasdaq and (iv) where filings required under the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectHSR Act. Neither None of the execution and delivery of the AgreementTCA Agreements and the TEC Agreements, nor the consummation of the Merger or any of the other transactions contemplated herebyhereby and thereby, nor compliance by Parent Thoratec and Merger Sub with all of the provisions hereof and thereof willthereof, 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 (subject to obtaining the approval of the issuance of the shares of Thoratec Common Stock in connection with the Merger and Financing Transaction by at least the Holders of a majority vote of the number of outstanding shares of Parent Common Stock entitled to vote represented such stock at the Parent Thoratec Special Meeting, Meeting or any adjournment or postponement thereof in accordance with Delaware law, at the time of the vote, and the adoption of this Agreement by parent as sole stockholder of Merger Sub, which California Law) will occur immediately after the execution and delivery hereof, (i) conflict with or result in any breach of any provision of the certificate articles of incorporation, bylaws or any other charter documents document of Parent Thoratec or any Parent Thoratec Subsidiary, (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent Thoratec or any Parent Thoratec Subsidiary, or by which any of their 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 under, any of the terms, conditions or provisions of any Parent Contract (as defined below)note, except bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Thoratec or any Thoratec Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 4.3 of the Thoratec Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the case consummation of clauses (ii) the transactions contemplated by the TCA Agreements or (iii)the TEC Agreements under any of Thoratec's or any Thoratec Subsidiary's notes, for any violationbonds, breach mortgages, indentures, deeds of trust, licenses or default that has not hadleases, contracts, agreements or could not reasonably be expected to have, a Parent Material Adverse Effectother instruments or obligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent Newbridge or Merger Sub for the consummation by Parent Newbridge or Merger Sub of the Merger or the other transactions contemplated hereby, and by the Stock Option Agreement and the Technology Option Agreement, except for (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLDelaware Law, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state or Canadian provincial securities or “"blue sky” " laws, state takeover laws and the listing requirements of Nasdaqthe NYSE and the Toronto Stock Exchange, or (iii) any filings required under and in compliance with 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 had, or could not reasonably be expected to have, individually or in voluntary notice under the aggregate, a Parent Material Adverse EffectExon-Xxxxxx Amendment. Neither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or the other transactions contemplated herebyhereby or thereby, nor compliance by Parent Newbridge and Merger Sub with 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 Delaware 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) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent Newbridge or any Parent Newbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Newbridge, any Parent Subsidiary, Newbridge Material Subsidiary or by which 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 indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any Parent Contract (as defined below)material note, except in the case bond, mortgage, indenture, deed of clauses (ii) trust, license, lease, agreement or (iii), for other instrument or obligation to which Newbridge or any violation, breach Newbridge Material Subsidiary is a party or default that has not had, by which any of them or could not reasonably any of their properties or assets may be expected to have, a Parent Material Adverse Effectbound.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent or Merger Sub for the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated hereby, hereby except for (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law the DGCL and DGCL, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Securities Act, state securities or “blue sky” laws, "Blue Sky" laws and state takeover laws and the listing requirements of Nasdaq, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectlaws. Neither the execution and delivery of this Agreement and the Agreement, other agreements contemplated hereby nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Parent and Merger Sub with 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 Delaware 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) conflict with or result in any breach of any provision of the certificate Certificate of incorporationIncorporation, bylaws or other charter documents of Parent or any Parent Subsidiaryof Parent's Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent Parent, or any Parent Subsidiary, of Parent's Subsidiaries or by which 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 indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase by any other Person under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Contract (as defined below)or any of Parent's Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. No consent, except waiver, approval, notification or disclosure is required to be obtained or made in connection with the case consummation of clauses (ii) the transactions contemplated hereby under Parent's or (iii)any of Parent's Subsidiaries notes, for any violationbonds, breach mortgages, indentures, deeds of trust, licenses or default that has not hadleases, contracts, agreements or could not other instruments or obligations the failure to obtain which would reasonably be expected to have, have a Parent Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent Buyer or Merger Sub for the consummation by Parent Buyer or Merger Sub of the Merger or the other transactions contemplated herebyby this Agreement, except for (ia) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLDelaware Law, (iib) for the filing with the SEC of, and the effectiveness of, of the Registration Statement, (iiic) for compliance with the applicable requirements of the Exchange Act, state securities or “"blue sky” " laws, state takeover laws and the listing requirements of NasdaqNASDAQ, (d) any filings required under and in compliance with the HSR Act or comparable laws of any other applicable jurisdictions, and (ive) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has would not hadprevent or materially delay the Merger, or could not reasonably be expected to haveotherwise prevent or materially delay Buyer from performing its obligations under this Agreement, or, individually or in the aggregate, be reasonably expected to have a Parent Buyer Material Adverse Effect. Neither the execution and delivery of the this Agreement, nor the consummation of the Merger or the other transactions contemplated herebyby this Agreement, nor compliance by Parent Buyer and Merger Sub with all of the provisions hereof and thereof of this Agreement will, subject to the approval of the Merger by sole stockholder of Merger Sub and the approval of the Merger, the adoption of the Merger Agreement and the approval of the issuance of the shares of Buyer Common Stock 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 Required Buyer Shareholder Vote at the Parent Buyer Special Meeting, Meeting or any adjournment or postponement thereof of such meeting in accordance with Delaware law, at California Law and the time Bylaws 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 hereofBuyer, (ix) conflict with or result in any breach of any provision of the articles of incorporation, certificate of incorporation, bylaws or other charter documents of Parent Buyer, Merger Sub or any Parent Buyer Subsidiary, (iiy) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent Buyer, Merger Sub or any Parent Buyer Subsidiary, or by which any of their properties or assets may be bound, or (iiiz) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underdefault, or result in any material change increation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any Parent Contract (as defined below)note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which 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, except in the case of clauses (iiy) or (iii)z) above, for any violationsuch conflicts, breach breaches, violations, defaults or default other occurrences that has would not had(A) individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, or could (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 reasonably be expected to have, have a Parent Buyer Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity or any Person is necessary on the part of either Parent Angiotech or Merger Sub for the consummation by Parent Angiotech or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLthe Delaware Law, (ii) for the filing with the SEC of, and the effectiveness of, of the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or “"blue sky” " laws, state takeover laws and the listing requirements of the Nasdaq, or (iv) any filings required under and in compliance with the HSR Act, and (v) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has would not hadprevent or materially delay the Merger, or could not reasonably be expected to haveotherwise prevent or materially delay Angiotech or Merger Sub from performing their obligations under this Agreement or, individually or in the aggregate, a Parent have an Angiotech Material Adverse Effect. Neither the execution and delivery of the this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Parent Angiotech and Merger Sub with 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 Delaware 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) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent Angiotech or any Parent Angiotech Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent Angiotech or any Parent Angiotech Subsidiary, or by which 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 under, any of the terms, conditions or provisions of any Parent Contract (as defined below)material note, except in the case bond, mortgage, indenture, deed of clauses (ii) trust, license, lease, contract, agreement or (iii), for other instrument or obligation to which Angiotech or any violation, breach Angiotech Subsidiary is a party or default that has not had, by which any of them or could not reasonably any of their properties or assets may be expected to have, a Parent Material Adverse Effectbound.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent Trafficmaster or Merger Sub for the consummation by Parent Trafficmaster or Merger Sub of the Merger or the other transactions contemplated hereby, except for (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLDelaware Law, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or “"blue sky” " laws, and state takeover laws laws, (iii) Trafficmaster's obligation to announce the Agreement pursuant to the rules of the London Stock Exchange, and the listing requirements of Nasdaq, or (iv) where applicable approvals by the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectFCC. Neither the execution and delivery of the this Agreement, nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Parent Trafficmaster and Merger Sub with 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 Delaware 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) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent Trafficmaster or any Parent SubsidiaryMerger Sub, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any Parent SubsidiaryTrafficmaster, Merger Sub or by which 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 indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any Parent Contract (as defined below)material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Trafficmaster or Merger Sub is a party or by which any of them or any of their properties or assets may be bound, except in the case of clauses (ii) or (iii), for any such violation, breach or default that has would not had, have a material adverse effect on the ability of Trafficmaster or could not reasonably be expected Merger Sub to have, a Parent Material Adverse Effectperform their obligations under this Agreement.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent or Merger Sub for the consummation by Parent or Merger Sub of the Merger or the other transactions contemplated hereby, hereby except (i) for the filing of the Articles of Merger and Certificate of Merger Filings as required by Florida Law and DGCL, (ii) for the filing with the SEC of, DGCL and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of Nasdaq, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectTBCA. Neither the execution and delivery of the Agreement, this Agreement nor the consummation of the Merger or the other transactions contemplated hereby, nor compliance by Parent and Merger Sub with 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 Delaware 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) conflict with or result in any breach of any provision of the certificate Certificate of incorporationIncorporation, bylaws or other charter documents of Parent or any Parent Subsidiaryof Parent's Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent Parent, or any Parent Subsidiary, of Parent's Subsidiaries or by which 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 indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase by any other Person under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent Contract (as defined below)or any of Parent's Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. No consent, except waiver, approval, notification or disclosure is required to be obtained or made in connection with the case consummation of clauses (ii) the transactions contemplated hereby under Parent's or (iii)any of Parent's Subsidiaries notes, for any violationbonds, breach mortgages, indentures, deeds of trust, licenses or default that has not hadleases, contracts, agreements or could not other instruments or obligations the failure to obtain which would reasonably be expected to have, have a Parent Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent Newbridge or Merger Sub for the consummation by Parent Newbridge or Merger Sub of the Merger or the other transactions contemplated hereby, and by the Stock Option Agreement and the Technology Option Agreement, except for (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Law and DGCLDelaware Law, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements of the Exchange Act, state or Canadian provincial securities or “"blue sky” " laws, state takeover laws and the listing requirements of Nasdaqthe NYSE and the Toronto Stock Exchange, or (iii) any filings required under and in compliance with 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 had, or could not reasonably be expected to have, individually or in voluntary notice under the aggregate, a Parent Material Adverse EffectExon- Xxxxxx Amendment. Neither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or the other transactions contemplated herebyhereby or thereby, nor compliance by Parent Newbridge and Merger Sub with 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 Delaware 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) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Parent Newbridge or any Parent Newbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Newbridge, any Parent Subsidiary, Newbridge Material Subsidiary or by which 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 indefault, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under, any of the terms, conditions or provisions of any Parent Contract (as defined below)material note, except in the case bond, mortgage, indenture, deed of clauses (ii) trust, license, lease, agreement or (iii), for other instrument or obligation to which Newbridge or any violation, breach Newbridge Material Subsidiary is a party or default that has not had, by which any of them or could not reasonably any of their properties or assets may be expected to have, a Parent Material Adverse Effectbound.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Parent or Merger Sub Target for the consummation completion by Parent or Merger Sub Target of the Merger or any of the other transactions contemplated hereby, or for the exercise by Buyer or Target of the full rights to own and operate the business of Target as it presently is being conducted, except (i) for the filing of the Articles of Merger and Certificate of Merger as required by Florida Delaware Law and DGCL, (ii) for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) for compliance with the applicable requirements approval of the Exchange Act, state securities or “blue sky” laws, state takeover laws and Proxy Statement by the listing requirements SEC. None of Nasdaq, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval has not had, or could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Neither the execution and delivery of the this Agreement, nor the consummation completion of the Merger or any of the other transactions contemplated hereby, nor compliance by Parent and Target with the provisions hereof, or the exercise by the Surviving Corporation after the Merger Sub with all of the provisions hereof full right to own and thereof operate the business of Target as it is presently conducted does or 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 Delaware 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) conflict with or result in any breach of any provision of the certificate of incorporation, incorporation or bylaws or other charter documents of Parent or any Parent SubsidiaryTarget, (ii) violate any order, writ, injunction, decree, statute, rule or regulation Law applicable to Parent Target or any Parent Subsidiary, or by which any of their Target’s 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 under, any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Target is a party or by which any of Target’s properties or assets is bound. Schedule 4.3 of the termsTarget Disclosure Statement lists all consents, conditions waivers and approvals required to be obtained by Target in connection with the completion of the Merger or provisions any of the other transactions contemplated hereby, including in order to enable Buyer or Target, after the Merger, to exercise the full right to own and operate the business of Target as it is presently conducted, under any Parent Contract (as defined below)such notes, except in the case bonds, mortgages, indentures, deeds of clauses (ii) trust, licenses or (iii)leases, for any violationcontracts, breach agreements or default that has not had, or could not reasonably be expected to have, a Parent Material Adverse Effectother instruments.