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 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 SEQUUS of the Merger and the other transactions contemplated hereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for 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, except (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under 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) 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 delivery by SEQUUS of this Agreement, nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, nor compliance by SEQUUS with all of the provisions 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 (assuming, 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 in accordance with Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document of SEQUUS or any of its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS or any of its Subsidiaries, or by which 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 under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which 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. Section 3.3 of the SEQUUS Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") Entity is necessary to be made or obtained on the part of SEQUUS either ALZA or Merger Sub for the consummation by SEQUUS ALZA or Merger Sub of the Merger and or the other transactions contemplated hereby, or (assuming, except for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for 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, except (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under the filing with the SEC and the effectiveness of the Registration Statement, (iii) 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, state takeover laws and state takeover laws, the listing requirements of the NYSE and (iiiiv) for any filing filings required under and in compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements HSR Act of 0000 (xxx "XXX Xxx") or any antitrust laws of any foreign country. Neither the execution and delivery by SEQUUS of this Agreement, nor the consummation of the Merger by SEQUUS and or the other transactions contemplated hereby, nor compliance by SEQUUS ALZA and Merger Sub with all of the provisions 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 (assuming, 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 in accordance with Delaware Law, hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document documents of SEQUUS ALZA or any of its SubsidiariesALZA Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS ALZA or any of its SubsidiariesALZA Subsidiary, or by which any of their properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS ALZA or any of its Subsidiaries ALZA Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Section 3.3 of the SEQUUS Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any 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 Stel for the consummation by SEQUUS Stel of the Merger and the other transactions contemplated herebyhereby and by the Stock Option Agreement and the Technology Option Agreement, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Newbridge and the Surviving Corporation of full rights to own and operate the business of SEQUUS Stel and its Subsidiaries as presently being conducted, except for (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under 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") including the filing of a proxy statement on Schedule 14A (the "Proxy Statement"), state securities or "blue sky" laws and state takeover laws, and (iii) for any filing required under the Xxxx-Xxxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws and (iv) the voluntary notice to be filed under Section 721 of any foreign countrythe 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 delivery by SEQUUS of this Agreement, the Stock Option Agreement, and the Technology Option Agreement nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, hereby and thereby nor compliance by SEQUUS Stel with all of the provisions hereofhereof and thereof, nor the exercise by ALZA Newbridge and the Surviving Corporation of full rights to own and operate the business of SEQUUS Stel and its Subsidiaries as presently being conducted (assuming, 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 Stel Common Stock at the SEQUUS Stel Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document of SEQUUS Stel or any of its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Stel, or any of its Subsidiaries, or by which any of their properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS 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. Section Schedule 3.3 of the SEQUUS Stel Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby or by the Stock Option Agreement or Technology Option Agreement under any of SEQUUS' Stel's or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Stel Material Adverse Effect.

No Violations, etc. No Except for the filing of the Certificate of merger as required by the Delaware Act and the filings required under and in compliance with or the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), no filing with, notification to, to and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") public body is necessary to be made or obtained on the part of SEQUUS Parent or Subco for the consummation by SEQUUS Subco of the Merger and Merger, the other transactions contemplated hereby, hereby or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Parent and the Surviving Corporation of full rights to own and operate the business of SEQUUS the Company and its Subsidiaries as presently being conducted, except (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under 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) for any filing required under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws of any foreign countryCompany Subsidiaries. Neither the execution and delivery by SEQUUS of this Agreement, Agreement nor the consummation of the Merger by SEQUUS and or the other transactions contemplated hereby, hereby nor compliance by SEQUUS Parent or Subco with all any of the provisions hereof, hereof nor the exercise by ALZA Parent and the Surviving Corporation of full rights to own and operate the business of SEQUUS the-Company and its the Company Subsidiaries as presently being conducted will (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUSi) will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of SEQUUS Parent Common Stock at the SEQUUS Parent Special Meeting or any adjournment or postponement thereof in accordance with Delaware Lawthereof, (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporation, bylaws Incorporation or other charter document by-laws of SEQUUS Parent or any person (a) who is a corporation of its which the outstanding capital stock having at least a majority of the votes entitled to be cast in the election of directors is owned, directly or indirectly, by Parent, or (b) who is not a corporation and with respect to which at least a majority of the voting interest is owned, directly or indirectly, by Parent (the "Parent Subsidiaries"), (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Parent, any of the Parent Subsidiaries or any of its Subsidiaries, or by which any of their respective 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 repurchase) under, any of the terms, conditions or provisions of any material (x) note, bond, mortgage, indenture, or deed of trust, trust or (y) license, lease, contract, agreement or other instrument or obligation to which SEQUUS Parent or any of its the Parent Subsidiaries is a party or by which any either of them or any of their properties or assets may be bound. Section 3.3 of , excluding from the SEQUUS Disclosure Statement lists all consentsforegoing clause (iii), waivers violations, breaches or defaults that, individually or in the aggregate, would not either impair Parent's and approvals required Subco's ability to be obtained consummate the Merger or the other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS material adverse effect on the business, operations, assets, financial condition, prospects or results of operations of Parent and the Parent Subsidiaries taken as a whole (a "Parent Material Adverse Effect").

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government EntityGOVERNMENT ENTITY") is necessary to be made or obtained on the part of SEQUUS Visionics for the consummation by SEQUUS Visionics of the Merger and the other transactions contemplated hereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Identix and the Surviving Corporation of full rights to own and operate the business of SEQUUS Visionics and its the Visionics Subsidiaries as presently being conducted, except (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "Exchange ActEXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, and (iii) for any filing required under the XxxxHart-Xxxxx- Xxxxxx Scott-Rodino Antitrust Improvements Act of 0000 1976 (the "HSR ACT"), xxx "XXX Xxx"(xx) xxxxe the failure to make such filixx xx xxxxxxxxxxxx xr to obtain such permit, authorization, consent or any antitrust laws of any foreign countryapproval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, have a Visionics Material Adverse Effect. Neither the execution and delivery by SEQUUS of this the Agreement, nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, nor compliance by SEQUUS Visionics with all of the provisions hereofhereof and thereof, nor the exercise by ALZA Identix and the Surviving Corporation of full rights to own and operate the business of SEQUUS Visionics and its the Visionics Subsidiaries as presently being conducted (assuming, 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 Visionics Common Stock at the SEQUUS Visionics Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document of SEQUUS Visionics or any of its SubsidiariesVisionics Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Visionics or any of its SubsidiariesVisionics Subsidiary, or by which any of their properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS Visionics or any of its Subsidiaries Visionics Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Section Schedule 3.3 of the SEQUUS Visionics Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUSVisionics' or any of its Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Visionics Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any 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 AXENT for the consummation by SEQUUS AXENT of the Merger and the other transactions contemplated hereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Symantec and the Surviving Corporation of full rights to own and operate the business of SEQUUS AXENT and its Subsidiaries as presently being conducted, except (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under 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) for any filing required under the XxxxHart-Xxxxx- Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 0000 1976 (xxx "XXX Xxx") or any antitrust laws of any foreign country). Neither Xxither the execution and delivery by SEQUUS of this Agreement, nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, nor compliance by SEQUUS AXENT with all of the provisions hereofhereof and thereof, nor the exercise by ALZA Symantec and the Surviving Corporation of full rights to own and operate the business of SEQUUS AXENT and its Subsidiaries as presently being conducted (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) will, subject to obtaining the approval of the this Agreement by the holders of a majority of the outstanding shares of SEQUUS AXENT Common Stock at the SEQUUS AXENT Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document of SEQUUS AXENT or any of its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS AXENT or any of its Subsidiaries, or by which any of their properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS 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, except in the case of clauses (ii) or (iii) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not (x) individually or in the aggregate, reasonably be expected to have an AXENT Material Adverse Effect, or (y) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Section Schedule 3.3 of the SEQUUS AXENT Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' AXENT's or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would reasonably be expected to have a SEQUUS an AXENT Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") Entity is necessary to be made or obtained on the part of SEQUUS either Symantec or Merger Sub for the consummation by SEQUUS Symantec or Merger Sub of the Merger and or the other transactions contemplated hereby, or (assuming, except for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for 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, except (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under the filing with the SEC and the effectiveness of the Registration Statement, (iii) 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, state takeover laws and state takeover lawsthe listing requirements of Nasdaq, and (iiiiv) for any filing filings required under and in compliance with the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 HSR Act, (xxx "XXX Xxx"v) where the failure to make such filing or any antitrust laws of any foreign countrynotification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay AXENT from performing its obligations under this Agreement or, individually or in the aggregate, be reasonably expected to have a Symantec Material Adverse Effect. Neither the execution and delivery by SEQUUS of this Agreement, nor the consummation of the Merger by SEQUUS and or the other transactions contemplated hereby, nor compliance by SEQUUS Symantec and Merger Sub with all of the provisions 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 (assuming, 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 in accordance with Delaware Law, hereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document documents of SEQUUS Symantec or any of its SubsidiariesSymantec Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Symantec or any of its SubsidiariesSymantec Subsidiary, or by which any of their properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which 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. Section 3.3 of the SEQUUS Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Material Adverse Effect.,

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any domestic or foreign 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 TCA or TEC for the consummation by SEQUUS TCA of the Merger and or any of the other transactions contemplated herebyby the TCA Agreements or the TEC Agreements, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Thoratec, TCA and the Surviving Corporation their Subsidiaries of full rights to own and operate the business of SEQUUS and its Subsidiaries their businesses as presently being conducted, except (i) for the filing of the Certificate Articles of Merger as required by Delaware the Massachusetts Law, (ii) as may be required under 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) for any filing filings required under the Xxxx-Xxxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws ). None of any foreign country. Neither the execution and delivery by SEQUUS of this Agreementthe TCA Agreements and the TEC Agreements, nor the consummation of the Merger by SEQUUS and or any of the other transactions contemplated herebyhereby and thereby, nor or compliance by SEQUUS TCA and TEC with all of the provisions hereofhereof and thereof, nor or the exercise by ALZA Thoratec, TCA and the Surviving Corporation their Subsidiaries of full rights to own and operate their businesses after the business of SEQUUS and its Subsidiaries Merger as presently being conducted (assuming, 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 the Merger by the holders of a majority of the outstanding shares of SEQUUS TCA Common Stock at the SEQUUS TCA Special Meeting or any adjournment or postponement thereof in accordance with Delaware the Massachusetts Law, ) will: (i) conflict with or result in any breach of any provision of the certificate Articles of incorporationOrganization, bylaws or any other charter document of SEQUUS TCA or any of its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS TCA or any of its Subsidiaries, or by which any of their its properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS 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. Section Schedule 3.3 of the SEQUUS TCA Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby by the TCA Agreements or the TEC Agreements under any of SEQUUS' TEC's, TCA's or any of its their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Material Adverse Effectobligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any 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 Seller for the consummation by SEQUUS Seller of the Merger and the other transactions contemplated hereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Buyer and the Surviving Corporation of full rights to own and operate the business of SEQUUS Seller and its the Seller Subsidiaries as presently being conducted, except (i) for the filing of the Certificate Articles of Merger as required by Delaware Washington Law, (ii) as may be required under 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) for any where the failure to make such filing required under 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 Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws of any foreign countryaggregate, a Seller Material Adverse Effect. Neither the execution and delivery by SEQUUS of this the Agreement, nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, nor compliance by SEQUUS Seller with all of the provisions hereofhereof and thereof, nor the exercise by ALZA Buyer and the Surviving Corporation of full rights to own and operate the business of SEQUUS Seller and its the Seller Subsidiaries as presently being conducted (assuming, 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 at least two-thirds of the outstanding shares of SEQUUS Seller Common Stock at the SEQUUS Seller Special Meeting or any adjournment or postponement thereof in accordance with Delaware Washington Law, (i) conflict with or result in any breach of any provision of the certificate articles of incorporation, incorporation or bylaws or other charter document of SEQUUS Seller or any Seller Subsidiary (or, in the case of its Subsidiariesany Seller Subsidiary that is not a corporation, the equivalent charter documents of such Seller Subsidiary), (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Seller or any of its SubsidiariesSeller Subsidiary, or by which any of their properties or assets is 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 adverse 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 material noteSeller Contract (as defined below), bondexcept in the case of clauses (ii) or (iii) for any violation, mortgagebreach or default that has not had, indentureor could not reasonably be expected to have, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundSeller Material Adverse Effect. Section Schedule 3.3 of the SEQUUS Seller Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' Seller Contracts, or any of its Seller’s or any Seller Subsidiaries' ’ notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have has had, or could reasonably be expected to have, a SEQUUS Seller Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government EntityGOVERNMENT ENTITY") is necessary to be made or obtained on the part of SEQUUS Visionics for the consummation by SEQUUS Visionics of the Merger and the other transactions contemplated hereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Identix and the Surviving Corporation of full rights to own and operate the business of SEQUUS Visionics and its the Visionics Subsidiaries as presently being conducted, except (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under the applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "Exchange ActEXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, and (iii) for any filing required under the XxxxHart-Xxxxx- Xxxxxx Scott-Rodino Antitrust Improvements Act of 0000 1976 (the "HSR Act"), xxx "XXX Xxx"(xx) xxxxx xhe failure to make such filing xx xxxxxxxxxxxx xx xo obtain such permit, authorization, consent or any antitrust laws of any foreign countryapproval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the aggregate, have a Visionics Material Adverse Effect. Neither the execution and delivery by SEQUUS of this the Agreement, nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, nor compliance by SEQUUS Visionics with all of the provisions hereofhereof and thereof, nor the exercise by ALZA Identix and the Surviving Corporation of full rights to own and operate the business of SEQUUS Visionics and its the Visionics Subsidiaries as presently being conducted (assuming, 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 Visionics Common Stock at the SEQUUS Visionics Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document of SEQUUS Visionics or any of its SubsidiariesVisionics Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Visionics or any of its SubsidiariesVisionics Subsidiary, or by which any of their properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS Visionics or any of its Subsidiaries Visionics Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Section Schedule 3.3 of the SEQUUS Visionics Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUSVisionics' or any of its Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Visionics Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government EntityGOVERNMENT ENTITY") is necessary to be made or obtained on the part of SEQUUS Teletrac for the consummation by SEQUUS Teletrac of the Merger and the other transactions contemplated hereby, or (assumingor, for this purposeexcept as would not have a Material Adverse Effect, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Trafficmaster and the Surviving Corporation of full rights to own and operate the business of SEQUUS Teletrac and its Subsidiaries as presently being conducted, except for (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) as may be required under 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 ActEXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, and (iii) for any filing required applicable approvals by the Federal Communications Commission (the "FCC"), and (iv) applicable approvals from the Committee on Foreign Investment in the United States ("CFIUS") under the XxxxExon-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws of any foreign countryFlorio Amendment. Neither the execution Except as set forth on Schedule 3.3, neither thx xxxxution and delivery by SEQUUS of this Agreement, nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, nor compliance by SEQUUS Teletrac with all of the provisions hereof, nor the exercise by ALZA and the Surviving Corporation operation of full rights to own and operate the business of SEQUUS Teletrac and its Subsidiaries as presently being conducted (assuming, 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 Teletrac Common Stock at the SEQUUS Teletrac Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document of SEQUUS Teletrac or any of its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Teletrac, or any of its Subsidiaries, or by which any of their properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS Teletrac or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, except for any such violation, breach or default that would not have a Material Adverse Effect. Section Schedule 3.3 of the SEQUUS Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' Teletrac's or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, material contracts or agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Material Adverse Effectobligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any 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 DYM for the consummation by SEQUUS DYM of the Merger and the other transactions contemplated hereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA HPL and the Surviving Corporation of full rights to own and operate the business of SEQUUS and its Subsidiaries DYM as presently being conducted, except for (i) for the filing of the Certificate of Merger as required by Delaware Law, Law and (ii) as may be required under 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) 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 delivery by SEQUUS of this Agreement, Agreement nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, hereby and thereby nor compliance by SEQUUS DYM with all of the provisions hereofhereof and thereof, nor the exercise by ALZA HPL and the Surviving Corporation of full rights to own and operate the business of SEQUUS and its Subsidiaries DYM as presently being conducted (assuming, 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 in accordance with Delaware Law, will (i) conflict with or result in any breach of any provision of the certificate Certificate of incorporationIncorporation, bylaws or other charter document of SEQUUS or any of its SubsidiariesDYM, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS or any of its SubsidiariesDYM, or by which any of their its properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS or any of its Subsidiaries DYM is a party or by which any of them or any of their properties or assets may be bound, except where such event would not, individually or in the aggregate, have a Material Adverse Effect. Section 3.3 of the SEQUUS The Disclosure Statement Schedule lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' or any of its Subsidiaries' notesDYM's Contracts (defined below), bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Material Adverse EffectEffect 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. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government EntityGOVERNMENT ENTITY") is necessary to be made or obtained on the part of SEQUUS Seller for the consummation by SEQUUS Seller of the Merger and the other transactions contemplated hereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Buyer and the Surviving Corporation of full rights to own and operate the business of SEQUUS Seller and its the Seller Subsidiaries as presently being conducted, except (i) for the filing of the Certificate Articles of Merger as required by Delaware Washington Law, (ii) as may be required under 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 ActEXCHANGE ACT"), state securities or "blue sky" laws and state takeover laws, and (iii) for any where the failure to make such filing required under 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 Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws of any foreign countryaggregate, a Seller Material Adverse Effect. Neither the execution and delivery by SEQUUS of this the Agreement, nor the consummation of the Merger by SEQUUS and the other transactions contemplated hereby, nor compliance by SEQUUS Seller with all of the provisions hereofhereof and thereof, nor the exercise by ALZA Buyer and the Surviving Corporation of full rights to own and operate the business of SEQUUS Seller and its the Seller Subsidiaries as presently being conducted (assuming, 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 at least two-thirds of the outstanding shares of SEQUUS Seller Common Stock at the SEQUUS Seller Special Meeting or any adjournment or postponement thereof in accordance with Delaware Washington Law, (i) conflict with or result in any breach of any provision of the certificate articles of incorporation, incorporation or bylaws or other charter document of SEQUUS Seller or any Seller Subsidiary (or, in the case of its Subsidiariesany Seller Subsidiary that is not a corporation, the equivalent charter documents of such Seller Subsidiary), (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Seller or any of its SubsidiariesSeller Subsidiary, or by which any of their properties or assets is 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 adverse 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 material noteSeller Contract (as defined below), bondexcept in the case of clauses (ii) or (iii) for any violation, mortgagebreach or default that has not had, indentureor could not reasonably be expected to have, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be boundSeller Material Adverse Effect. Section Schedule 3.3 of the SEQUUS Seller Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' Seller Contracts, or any of its Seller's or any Seller Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have has had, or could reasonably be expected to have, a SEQUUS Seller Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("Government Entity") Entity is necessary to be made or obtained on the part of SEQUUS either Buyer or Merger Sub for the consummation by SEQUUS Buyer or Merger Sub of the Merger and or the other transactions contemplated hereby, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for 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, except (i) for the filing of the Certificate Articles of Merger as required by Delaware Washington Law, (ii) as may be required under for the filing with the SEC of, and the effectiveness of, the Registration Statement, (iii) 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, state takeover laws and state takeover lawsthe listing requirements of Nasdaq, and or (iiiiv) for any where the failure to make such filing required under 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 Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") or any antitrust laws of any foreign countryaggregate, a Buyer Material Adverse Effect. Neither the execution and delivery by SEQUUS of this the Agreement, nor the consummation of the Merger by SEQUUS and or the other transactions contemplated hereby, nor compliance by SEQUUS Buyer and Merger Sub with all of the provisions hereof, nor the exercise by ALZA hereof and the Surviving Corporation of full rights to own and operate the business of SEQUUS and its Subsidiaries as presently being conducted (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) thereof 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 in accordance with Delaware Law, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter document documents of SEQUUS Buyer or any of its SubsidiariesBuyer Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS Buyer or any of its SubsidiariesBuyer Subsidiary, or by which any of their properties or assets is 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 adverse 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 material noteBuyer Contract (as defined below), bondexcept in the case of clauses (ii) or (iii), mortgagefor any violation, indenturebreach or default that has not had, deed of trustor could not reasonably be expected to have, license, lease, contract, agreement or other instrument or obligation to which 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. Section 3.3 of the SEQUUS Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby under any of SEQUUS' or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Buyer Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any domestic or foreign 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 TCA or TEC for the consummation by SEQUUS TCA of the Merger and or any of the other transactions contemplated herebyby the TCA Agreements or the TEC Agreements, or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by ALZA Thoratec, TCA and the Surviving Corporation their Subsidiaries of full rights to own and operate the business of SEQUUS and its Subsidiaries their businesses as presently being conducted, except (i) for the filing of the Certificate Articles of Merger as required by Delaware the Massachusetts Law, (ii) as may be required under 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) for any filing filings required under the XxxxHart-Xxxxx- Xxxxxx Scott-Rodino Antitrust Improvements Act of 0000 1976 (the "HSR Act"). Noxx xx xxx "XXX Xxx") or any antitrust laws of any foreign country. Neither the execution xxxxxxxon and delivery by SEQUUS of this Agreementthe TCA Agrexxxxxx xxx xxx XXX Xgreements, nor the consummation of the Merger by SEQUUS and or any of the other transactions contemplated herebyhereby and thereby, nor or compliance by SEQUUS TCA and TEC with all of the provisions hereofhereof and thereof, nor or the exercise by ALZA Thoratec, TCA and the Surviving Corporation their Subsidiaries of full rights to own and operate their businesses after the business of SEQUUS and its Subsidiaries Merger as presently being conducted (assuming, 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 the Merger by the holders of a majority of the outstanding shares of SEQUUS TCA Common Stock at the SEQUUS TCA Special Meeting or any adjournment or postponement thereof in accordance with Delaware the Massachusetts Law, ) will: (i) conflict with or result in any breach of any provision of the certificate Articles of incorporationOrganization, bylaws or any other charter document of SEQUUS TCA or any of its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to SEQUUS TCA or any of its Subsidiaries, or by which any of their its properties or assets is 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 adverse 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which SEQUUS 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. Section Schedule 3.3 of the SEQUUS TCA Disclosure Statement lists all consents, waivers and approvals required to be obtained other than by ALZA or any ALZA Subsidiary in connection with the consummation by SEQUUS of the transactions contemplated hereby by the TCA Agreements or the TEC Agreements under any of SEQUUS' TEC's, TCA's or any of its their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a SEQUUS Material Adverse Effectobligations.