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 Newbridge or Merger Sub for the consummation by 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) the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Act, and (v) the voluntary 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 hereby or thereby, nor compliance by Newbridge and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge or any Newbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Newbridge, any 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, 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, agreement or other instrument or obligation to which Newbridge or any Newbridge Material Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

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 either Newbridge or Merger Sub SEQUUS for the consummation by Newbridge or Merger Sub SEQUUS of the Merger or and the other transactions contemplated hereby, and or (assuming, for this purpose, that no laws are applicable to ALZA that are not also applicable to SEQUUS) for the exercise by the Stock Option Agreement ALZA and the Technology Option AgreementSurviving Corporation of full rights to own and operate the business of SEQUUS and its Subsidiaries as presently being conducted, except for (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) 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 or Canadian provincial securities or "blue sky" laws, laws and state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Actlaws, and (viii) the voluntary notice for any filing required under the Exon- Xxxx-Xxxxx- Xxxxxx AmendmentAntitrust 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, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or by SEQUUS and the other transactions contemplated hereby or therebyhereby, nor compliance by Newbridge and Merger Sub SEQUUS with all of the provisions hereof 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 will 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 documents document of Newbridge SEQUUS or any Newbridge Material Subsidiaryof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeSEQUUS or any of its Subsidiaries, any Newbridge Material Subsidiary or by which any of their properties or assets may be 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 defaultdefault 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 Newbridge SEQUUS or any Newbridge Material Subsidiary 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 on the part of either Newbridge or Merger Sub Stel for the consummation by Newbridge or Merger Sub Stel of the Merger or and the other transactions contemplated hereby, hereby and by the Stock Option Agreement and the Technology Option Agreement, or for the exercise by Newbridge and the Surviving Corporation of full rights to own and operate the business of Stel and its Subsidiaries as presently being conducted, except for (i) the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing compliance with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "Exchange Act") including the filing of a proxy statement on Schedule 14A (the "Proxy Statement"), state or Canadian provincial securities or "blue sky" laws and state takeover laws, state takeover laws (iii) any filing required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Act, and (v) the voluntary notice to be filed under Section 721 of the Exon- 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 of this Agreement, the Stock Option Agreement Agreement, and the Technology Option Agreement, Agreement nor the consummation of the Merger or and the other transactions contemplated hereby or thereby, and thereby nor compliance by Newbridge and Merger Sub Stel with all of the provisions hereof and thereof, nor the exercise by Newbridge and the Surviving Corporation of full rights to own and operate the business of Stel and its Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment thereof will 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 documents document of Newbridge Stel or any Newbridge Material Subsidiaryof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeStel, or any Newbridge Material Subsidiary of its 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 defaultdefault 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Newbridge Stel or any Newbridge Material Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. Schedule 3.3 of the Stel Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Stock Option Agreement or Technology Option Agreement under any of Stel's or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a Stel 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 Newbridge Identix or Merger Sub for the consummation by Newbridge Identix 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) the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock ExchangeNasdaq, (iv) any filings required under and in compliance with the HSR Act, and (v) where the voluntary notice failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the Exon- Xxxxxx Amendmentaggregate, have an Identix Material Adverse Effect. 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 hereby or therebyhereby, nor compliance by Newbridge Identix and Merger Sub with all of the provisions hereof and thereof will 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 of Identix Common Stock represented in person or by proxy at the Identix Special Meeting or any adjournment 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 documents of Newbridge Identix or any Newbridge Material Identix Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeIdentix or any Identix Subsidiary, any 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 defaultdefault 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Newbridge Identix or any Newbridge Material 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 consummation of the transactions contemplated hereby under any of Identix' or any of the Identix Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have an Identix 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 Newbridge Geac or Merger Sub Geac Sub, at or before the Effective Time, for the consummation completion by Newbridge Geac or Merger Geac Sub of the Merger or the other transactions contemplated hereby, and by the Stock Option Agreement and the Technology Option this Agreement, except for for: (i) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC of the Registration Statement and the declaration, by the SEC, of the effectiveness of the Registration Statement, (iii) an application and listing approval from the applicable requirements TSX of the Exchange ActGeac Common Shares to be issued in connection with the Merger, state or Canadian provincial securities or "blue sky" laws, state takeover laws including under Extensity Options assumed under Subsection 3.2(b) and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings and observance of one of more waiting periods required under and in compliance with the HSR Act, and (v) the voluntary notice under the Exon- Xxxxxx Amendment. Neither None of the execution and delivery of this Agreement, Agreement or the Stock Option Agreement and the Technology Option Agreement, nor the consummation completion of the Merger or any of the other transactions contemplated hereby hereby, or thereby, nor compliance by Newbridge and Merger Sub with all of the provisions hereof and thereof will hereof, by Geac or Geac Sub, will: (i) conflict with or result in any breach of any provision of the certificate any charter document of incorporation, bylaws Geac or other charter documents of Newbridge or any Newbridge Material SubsidiaryGeac Sub, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeGeac or Geac Sub, any Newbridge Material Subsidiary 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 defaultdefault 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 material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Newbridge Geac or any Newbridge Material Subsidiary Geac Sub is a party or by which any either of them or any of their properties or assets may be bound. Schedule 5.3 of the Geac Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the completion of the Merger and the other transactions contemplated by this Agreement under any of Geac's or Geac Sub's notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other 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 Newbridge Buyer or Merger Sub for the consummation by Newbridge Buyer or Merger Sub of the Merger or the other transactions contemplated hereby, and by the Stock Option Agreement and the Technology Option this Agreement, except for (ia) the filing of the Certificate of Merger as required by Delaware Law, (iib) the filing with the SEC and the effectiveness of the Registration Statement, (iiic) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "“blue sky" ” laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock ExchangeNASDAQ, (ivd) any filings required under and in compliance with the HSR ActAct or comparable laws of any other applicable jurisdictions, and (ve) where the voluntary notice failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Buyer from performing its obligations under this Agreement, or, individually or in the Exon- Xxxxxx Amendmentaggregate, be reasonably expected to have a Buyer Material Adverse Effect. 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 hereby or therebyby this Agreement, nor compliance by Newbridge Buyer and Merger Sub with all of the provisions hereof of this Agreement will, subject to the approval of the Merger by sole stockholder of Merger Sub and thereof will the approval of the Merger, the adoption of the Merger Agreement and the approval of the issuance of shares of Buyer Common Stock in connection with the Merger by the Required Buyer Shareholder Vote at the Buyer Special Meeting or any adjournment or postponement of such meeting in accordance with California Law and the Bylaws of the Buyer, (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 Newbridge Buyer, Merger Sub or any Newbridge Material Buyer Subsidiary, (iiy) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeBuyer, Merger Sub or any Newbridge Material Subsidiary 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, or result in creation 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Newbridge Buyer, Merger Sub or any Newbridge Material 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 (y) or (z) above, for any such conflicts, breaches, violations, defaults or other occurrences that would not (A) individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect, or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 5.3 of the Buyer Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by this Agreement under any of the Buyer’s or any of Buyer Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, other than consents, waivers and approvals the lack of which would not reasonably be expected to have a Buyer 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 Newbridge ALZA or Merger Sub for the consummation by Newbridge ALZA 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) the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Act, and (v) the voluntary notice under the Exon- Xxxxxx AmendmentAct or any antitrust laws of any foreign country. 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 hereby or therebyhereby, nor compliance by Newbridge ALZA and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge ALZA or any Newbridge Material ALZA Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeALZA or any ALZA Subsidiary, any 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, 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, agreement or other instrument or obligation to which Newbridge ALZA or any Newbridge Material ALZA Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

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 Newbridge Symantec or Merger Sub for the consummation by Newbridge Symantec 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) the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock ExchangeNasdaq, (iv) any filings required under and in compliance with the HSR Act, and (v) where the voluntary notice failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay AXENT from performing its obligations under this Agreement or, individually or in the Exon- Xxxxxx Amendmentaggregate, be reasonably expected to have a Symantec Material Adverse Effect. 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 hereby or therebyhereby, nor compliance by Newbridge Symantec and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge Symantec or any Newbridge Material Symantec Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeSymantec or any Symantec Subsidiary, any 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, 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, agreement or other instrument or obligation to which Newbridge or any Newbridge Material Subsidiary is a party or by which any of them or any of their properties or assets may be bound.,

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 Entity") is necessary on the part of either Newbridge TCA or Merger Sub TEC for the consummation by Newbridge or Merger Sub TCA of the Merger or any of the other transactions contemplated hereby, and by the Stock Option Agreement TCA Agreements or the TEC Agreements, or for the exercise by Thoratec, TCA and the Technology Option Agreementtheir Subsidiaries of full rights to own and operate their businesses as presently being conducted, except for (i) for the filing of the Certificate Articles of Merger as required by Delaware the Massachusetts Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "Exchange Act"), state or Canadian provincial securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iviii) any filings required under and in compliance with the HSR Act, and Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (v) the voluntary notice under the Exon- Xxxxxx Amendmentxxx "XXX Xxx"). Neither None of the execution and delivery of this Agreement, the Stock Option Agreement TCA Agreements and the Technology Option AgreementTEC Agreements, nor the consummation of the Merger or any of the other transactions contemplated hereby or and thereby, nor or compliance by Newbridge TCA and Merger Sub TEC with all of the provisions hereof and thereof, or the exercise by Thoratec, TCA and their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of TCA Common Stock at the TCA Special Meeting or any adjournment or postponement thereof will in accordance with 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 documents document of Newbridge TCA or any Newbridge Material Subsidiaryof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeTCA or any of its Subsidiaries, any Newbridge Material 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 defaultdefault 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Newbridge TEC, TCA or any Newbridge Material Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. Schedule 3.3 of the TCA Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements under any of TEC's, TCA's or any of their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other 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 Newbridge Buyer or Merger Sub for the consummation by Newbridge Buyer 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 Certificate Articles of Merger as required by Delaware Washington 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 the NYSE and the Toronto Stock ExchangeNasdaq, or (iv) any filings required under and 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 compliance with the HSR Actaggregate, and (v) the voluntary notice under the Exon- Xxxxxx Amendmenta Buyer Material Adverse Effect. 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 hereby or therebyhereby, nor compliance by Newbridge Buyer and Merger Sub with all of the provisions hereof and thereof will will, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge Buyer or any Newbridge Material Buyer Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeBuyer or any Buyer Subsidiary, any 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 defaultdefault 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 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, agreement or other instrument or obligation to which Newbridge or any Newbridge a Buyer Material Subsidiary is a party or by which any of them or any of their properties or assets may be boundAdverse 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 on the part of either Newbridge or Merger Sub Seller for the consummation by Newbridge or Merger Sub Seller of the Merger or and the other transactions contemplated hereby, and or for the exercise by the Stock Option Agreement Buyer and the Technology Option AgreementSurviving Corporation of full rights to own and operate the business of Seller and the Seller Subsidiaries as presently being conducted, except for (i) for the filing of the Certificate Articles of Merger as required by Delaware Washington Law, (ii) the filing for compliance 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 or Canadian provincial securities or "“blue sky" laws, ” laws and state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Actlaws, and (viii) where the voluntary notice under 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 Exon- Xxxxxx Amendmentaggregate, a Seller Material Adverse Effect. Neither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby or therebyhereby, nor compliance by Newbridge and Merger Sub Seller with all of the provisions hereof and thereof, nor the exercise by Buyer and the Surviving Corporation of full rights to own and operate the business of Seller and the Seller Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of at least two-thirds of the outstanding shares of Seller Common Stock at the Seller Special Meeting or any adjournment thereof will in accordance with Washington Law, (i) conflict with or result in any breach of any provision of the certificate articles of incorporationincorporation or bylaws of Seller or any Seller Subsidiary (or, bylaws or other in the case of any Seller Subsidiary that is not a corporation, the equivalent charter documents of Newbridge or any Newbridge Material such Seller Subsidiary), (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeSeller or any Seller Subsidiary, any 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 defaultdefault 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 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 a Seller Material Adverse Effect. Schedule 3.3 of the Seller Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Seller Contracts, or any of Seller’s or any Seller Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenselicenses or leases, leasecontracts, agreement agreements or other instrument instruments or obligation obligations the failure to obtain which Newbridge has had, or any Newbridge could reasonably be expected to have, a Seller Material Subsidiary is a party or by which any of them or any of their properties or assets may be boundAdverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of either Newbridge or Merger Sub Seller for the consummation by Newbridge or Merger Sub Seller of the Merger or and the other transactions contemplated hereby, and or for the exercise by the Stock Option Agreement Buyer and the Technology Option AgreementSurviving Corporation of full rights to own and operate the business of Seller and the Seller Subsidiaries as presently being conducted, except for (i) for the filing of the Certificate Articles of Merger as required by Delaware Washington Law, (ii) the filing for compliance with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities and Exchange ActAct of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state or Canadian provincial securities or "blue sky" laws, laws and state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Actlaws, and (viii) where the voluntary notice under 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 Exon- Xxxxxx Amendmentaggregate, a Seller Material Adverse Effect. Neither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby or therebyhereby, nor compliance by Newbridge and Merger Sub Seller with all of the provisions hereof and thereof, nor the exercise by Buyer and the Surviving Corporation of full rights to own and operate the business of Seller and the Seller Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of at least two-thirds of the outstanding shares of Seller Common Stock at the Seller Special Meeting or any adjournment thereof will in accordance with Washington Law, (i) conflict with or result in any breach of any provision of the certificate articles of incorporationincorporation or bylaws of Seller or any Seller Subsidiary (or, bylaws or other in the case of any Seller Subsidiary that is not a corporation, the equivalent charter documents of Newbridge or any Newbridge Material such Seller Subsidiary), (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeSeller or any Seller Subsidiary, any 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 defaultdefault 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 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 a Seller Material Adverse Effect. Schedule 3.3 of the Seller Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Seller Contracts, or any of Seller's or any Seller Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenselicenses or leases, leasecontracts, agreement agreements or other instrument instruments or obligation obligations the failure to obtain which Newbridge has had, or any Newbridge could reasonably be expected to have, a Seller Material Subsidiary is a party or by which any of them or any of their properties or assets may be boundAdverse 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 Newbridge Angiotech or Merger Sub for the consummation by Newbridge Angiotech 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) the filing of the Certificate of Merger as required by the Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock ExchangeNasdaq, (iv) any filings required under and in compliance with the HSR Act, and (v) where the voluntary notice failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise prevent or materially delay Angiotech or Merger Sub from performing their obligations under this Agreement or, individually or in the Exon- Xxxxxx Amendmentaggregate, have an Angiotech Material Adverse Effect. 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 hereby or therebyhereby, nor compliance by Newbridge Angiotech and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge Angiotech or any Newbridge Material Angiotech Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeAngiotech or any Angiotech Subsidiary, any 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 defaultdefault 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Newbridge Angiotech or any Newbridge Material Angiotech Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

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 Newbridge or Merger Sub for the consummation by 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) the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iviii) any filings required under and in compliance with the HSR Act, and (viv) the voluntary 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 hereby or thereby, nor compliance by Newbridge and Merger Sub with all of the provisions hereof and thereof will (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge or any Newbridge Material Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Newbridge, any 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, 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, agreement or other instrument or obligation to which Newbridge or any Newbridge Material Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Governmental Entity is necessary on the part of either Newbridge the Company or Merger Sub any Company Subsidiary for the consummation by Newbridge or Merger Sub the Company of the Merger or and the other transactions contemplated hereby, and by the Stock Option Agreement and the Technology Option Agreement, hereby except for (i) for the filing of the Certificate Articles of Merger as required by Delaware Georgia Law, (ii) the filing with the SEC such consents, approvals, orders, authorizations, registrations, declarations and the effectiveness of the Registration Statementfilings as may be required under applicable federal and state securities or “blue sky” laws and state takeover laws, (iii) the applicable requirements of the Exchange Act, state or Canadian provincial securities or "blue sky" laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Act, and or (viv) where the voluntary notice under 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 Exon- Xxxxxx Amendmentaggregate, a Material Adverse Effect on the Company. 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 hereby or therebyhereby, nor compliance by Newbridge and Merger Sub the Company with all of the provisions hereof and thereof will thereof, will, subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the Company Shareholders in accordance with Georgia Law, (i) conflict with or result in any breach of any provision of the certificate articles of incorporationincorporation or bylaws of (the Company or any Company Subsidiary (or, bylaws or other in the case of any Company Subsidiary that is not a corporation, the equivalent charter documents of Newbridge or any Newbridge Material such Company Subsidiary), (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to Newbridgethe Company or any Company Subsidiary, any 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 defaultdefault 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 material noteCompany Contract, 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 a Material Adverse Effect on the Company. Schedule 2.3 of the Company Schedules lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Company Contracts, or any of the Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenselicenses or leases, leasecontracts, agreement agreements or other instrument instruments or obligation obligations, except for those whose failure to which Newbridge or any Newbridge obtain will not have a Material Subsidiary is a party or by which any of them or any of their properties or assets may be boundAdverse Effect on the Company.

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 on the part of either Newbridge or Merger Sub AXENT for the consummation by Newbridge or Merger Sub AXENT of the Merger or and the other transactions contemplated hereby, and or for the exercise by the Stock Option Agreement Symantec and the Technology Option AgreementSurviving Corporation of full rights to own and operate the business of AXENT and its Subsidiaries as presently being conducted, except for (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) 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 or Canadian provincial securities or "blue sky" laws, laws and state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iv) any filings required under and in compliance with the HSR Actlaws, and (viii) the voluntary notice any filing required under the Exon- Hart-Xxxxx-Xxxxxx AmendmentXxxitrust Improvements Act of 1976 (xxx "XXX Xxx"). Neither Xxither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby or therebyhereby, nor compliance by Newbridge and Merger Sub AXENT with all of the provisions hereof and thereof, nor the exercise by Symantec and the Surviving Corporation of full rights to own and operate the business of AXENT and its Subsidiaries as presently being conducted will, subject to obtaining the approval of the this Agreement by the holders of a majority of the outstanding shares of AXENT Common Stock at the AXENT Special Meeting or any adjournment thereof will 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 documents document of Newbridge AXENT or any Newbridge Material Subsidiaryof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeAXENT or any of its Subsidiaries, any 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 defaultdefault under, or result in any 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 Newbridge AXENT or any Newbridge Material Subsidiary 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. Schedule 3.3 of the AXENT Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any of AXENT's or any of its Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would reasonably be expected to have an AXENT 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 Entity") is necessary on the part of either Newbridge TCA or Merger Sub TEC for the consummation by Newbridge or Merger Sub TCA of the Merger or any of the other transactions contemplated hereby, and by the Stock Option Agreement TCA Agreements or the TEC Agreements, or for the exercise by Thoratec, TCA and the Technology Option Agreementtheir Subsidiaries of full rights to own and operate their businesses as presently being conducted, except for (i) for the filing of the Certificate Articles of Merger as required by Delaware the Massachusetts Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "Exchange Act"), state or Canadian provincial securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iviii) any filings required under and in compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act, and (v) the voluntary notice under the Exon- Xxxxxx Amendment"). Neither the execution Noxx xx xxx xxxxxxxon and delivery of this Agreementthe TCA Agrexxxxxx xxx xxx XXX Xgreements, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or any of the other transactions contemplated hereby or and thereby, nor or compliance by Newbridge TCA and Merger Sub TEC with all of the provisions hereof and thereof, or the exercise by Thoratec, TCA and their Subsidiaries of full rights to own and operate their businesses after the Merger as presently being conducted (subject to obtaining the approval of the Merger by the holders of a majority of the outstanding shares of TCA Common Stock at the TCA Special Meeting or any adjournment or postponement thereof will in accordance with 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 documents document of Newbridge TCA or any Newbridge Material Subsidiaryof its Subsidiaries, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeTCA or any of its Subsidiaries, any Newbridge Material 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 defaultdefault 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Newbridge TEC, TCA or any Newbridge Material Subsidiary of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound. Schedule 3.3 of the TCA Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated by the TCA Agreements or the TEC Agreements under any of TEC's, TCA's or any of their Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity court, administrative agency, commission, or other governmental or regulatory body, authority or instrumentality ("GOVERNMENT ENTITY") is necessary on the part of either Newbridge or Merger Sub Visionics for the consummation by Newbridge or Merger Sub Visionics of the Merger or and the other transactions contemplated hereby, and or for the exercise by the Stock Option Agreement Identix and the Technology Option AgreementSurviving Corporation of full rights to own and operate the business of Visionics and the Visionics Subsidiaries as presently being conducted, except for (i) for the filing of the Certificate of Merger as required by Delaware Law, (ii) the filing with the SEC and the effectiveness of the Registration Statement, (iii) the applicable requirements of the Securities and Exchange ActAct of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the "EXCHANGE ACT"), state or Canadian provincial securities or "blue sky" laws and state takeover laws, state takeover laws and the listing requirements of the NYSE and the Toronto Stock Exchange, (iviii) any filings filing required under and in compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), and xxx (vxx) xxxxx xhe failure to make such filing xx xxxxxxxxxxxx xx xo obtain such permit, authorization, consent or approval would not prevent or materially delay the voluntary notice Merger, or otherwise prevent or materially delay Visionics from performing its obligations under this Agreement or individually or in the Exon- Xxxxxx Amendmentaggregate, have a Visionics Material Adverse Effect. Neither the execution and delivery of this Agreement, the Stock Option Agreement and the Technology Option Agreement, nor the consummation of the Merger or and the other transactions contemplated hereby or therebyhereby, nor compliance by Newbridge and Merger Sub Visionics with all of the provisions hereof and thereof, nor the exercise by Identix and the Surviving Corporation of full rights to own and operate the business of Visionics and the Visionics Subsidiaries as presently being conducted will, subject to obtaining the approval of this Agreement by the holders of a majority of the outstanding shares of Visionics Common Stock at the Visionics Special Meeting or any adjournment thereof will 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 documents document of Newbridge Visionics or any Newbridge Material Visionics Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeVisionics or any Visionics Subsidiary, any 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 defaultdefault 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 material note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which Newbridge Visionics or any Newbridge Material Visionics Subsidiary is a party or by which any of them or any of their properties or assets may be bound. Schedule 3.3 of the Visionics Disclosure Statement lists all consents, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any of Visionics' or any Visionics Subsidiaries' notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a Visionics Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Entity is necessary on the part of either Newbridge Parent or Merger Sub for the consummation by Newbridge Parent 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 Certificate of Merger as required by Delaware Lawthe DGCL, (ii) for the filing with the SEC Securities and Exchange Commission (“SEC”) of, and the effectiveness of of, the Registration Statement, (iii) for compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), state or Canadian provincial securities or "“blue sky" ” laws, state takeover laws and the relevant listing requirements of the NYSE and the Toronto Stock Exchangerequirements, (iv) any filings required under and in compliance with the HSR Act, and or (v) where the voluntary notice under 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 Exon- Xxxxxx Amendmentaggregate, a Parent Material Adverse Effect. 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 hereby or therebyhereby, nor compliance by Newbridge 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 Nevada Law, at the time of the vote, and the adoption of this Agreement by parent as sole stockholder of Merger Sub, which will occur immediately after the execution and delivery hereof, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge Parent or any Newbridge Material Parent Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeParent or any Parent Subsidiary, any 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 defaultdefault 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 material noteParent Contract (as defined below), bondexcept in the case of clauses (ii) or (iii), mortgagefor any violation, indenturebreach or default that has not had, deed or could not reasonably be expected to have, a Parent Material Adverse Effect. Schedule 4.3 of the Parent Disclosure Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby under any Parent Contracts, or any of Parent’s or any Parent Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenselicenses or leases, leasecontracts, agreement agreements or other instrument instruments or obligation obligations, except for those whose failure to which Newbridge or any Newbridge obtain will not have a Parent Material Subsidiary is a party or by which any of them or any of their properties or assets may be boundAdverse 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 Newbridge Buyer or Merger Sub for the consummation by Newbridge Buyer 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 Certificate Articles of Merger as required by Delaware Washington 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 the NYSE and the Toronto Stock ExchangeNasdaq, or (iv) any filings required under and 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 compliance with the HSR Actaggregate, and (v) the voluntary notice under the Exon- Xxxxxx Amendmenta Buyer Material Adverse Effect. 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 hereby or therebyhereby, nor compliance by Newbridge Buyer and Merger Sub with all of the provisions hereof and thereof will will, (i) conflict with or result in any breach of any provision of the certificate of incorporation, bylaws or other charter documents of Newbridge Buyer or any Newbridge Material Buyer Subsidiary, (ii) violate any material order, writ, injunction, decree, statute, rule or regulation applicable to NewbridgeBuyer or any Buyer Subsidiary, any 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 defaultdefault 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 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, agreement or other instrument or obligation to which Newbridge or any Newbridge a Buyer Material Subsidiary is a party or by which any of them or any of their properties or assets may be boundAdverse Effect.