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 Authority is necessary on the part of the Company in connection with the consummation by the Company of the transactions contemplated hereby, including the Merger, except: (i) for the filings and notifications required by the ICL; (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all of the provisions hereof will, subject to obtaining the Company Stockholder Approval in accordance with Applicable Law: (x) conflict with or result in any breach of any provision of the articles of association, memorandum of association or other organizational documents (in each case, as applicable) of the Company; (y) violate any Applicable Law; or (z) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any material Company Contract. Schedule 3.3 of the Company Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, under any material Company 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 Authority Entity”) is necessary on the part of the Company in connection with or any Company Subsidiary for the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Merger, except: hereby except (i) for the filings and notifications filing of the Certificate of Merger as required by the ICL; DGCL, (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance compliance with the ICL; any applicable state takeover laws, (iii) approval any required compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Office of Chief Scientist at the Israeli Ministry of Economy “HSR Act”) and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would has not had, or could not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all of the provisions hereof and thereof, will, subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the holders of at least a majority of the outstanding shares of Company Stockholder Approval Common Stock and 70% of the outstanding shares of Company Preferred Stock at the Company Special Meeting or any adjournment or postponement thereof in accordance with Applicable Law: the DGCL, (xi) conflict with or result in any breach of any provision of the articles of associationincorporation or bylaws of Company or any Company Subsidiary (or, memorandum in the case of association or other organizational any Company Subsidiary that is not a corporation, the equivalent charter documents of such Company Subsidiary), (in each case, as applicable) of the Company; (yii) violate any Applicable Law; order, writ, injunction, decree, statute, rule or regulation applicable to Company or any Company Subsidiary, or by which any of their properties or assets may be bound, or (ziii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under under, any of the terms, conditions or provisions of any material Company ContractContract (as defined below), except in the case of clauses (ii) or (iii) for any violation, breach or default that has not had, or could not reasonably be expected to have, a Company Material Adverse Effect. Schedule 3.3 of the Company Disclosure Schedule Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company Contracts, or any of Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, except for those whose failure to obtain will not have a Company Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the Company A2iA in connection with the consummation by the Company of the transactions contemplated hereby, including the Merger, except: (i) for the filings and notifications required by the ICL; (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanySellers, nor the consummation and performance of the transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all of the provisions hereof will, subject to obtaining the Company Stockholder Approval in accordance with Applicable Law: (xi) conflict with or result in any breach of any provision of the articles of association, memorandum certificate of association incorporation, bylaws, certificate of formation, limited liability company agreement or other organizational documents (in each case, as applicable) of the CompanyA2iA or any of its Subsidiaries (as applicable); (yii) violate any of A2iA’s or any of its Subsidiaries’ respective Applicable Law; or (ziii) except as set forth in Schedule 3.2 of the Disclosure Schedule, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any material Company Material Contract. Schedule 3.3 3.2 of the Company Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company Material Contracts.. 3.3

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority Entity is necessary on the part of the Company in connection with either Parent or Merger Sub for the consummation by the Company Parent or Merger Sub of the Merger or the other transactions contemplated hereby, including the Merger, except: except (i) for the filings and notifications filing of the Certificate of Merger as required by the ICL; DGCL, (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance filing with the ICL; Securities and Exchange Commission (“SEC”) of, and the effectiveness of, the Registration Statement, (iii) approval for compliance with the applicable requirements of the Office Securities Exchange Act of Chief Scientist at 1934, as amended (“Exchange Act”), state securities or “blue sky” laws, state takeover laws and the Israeli Ministry of Economy and relevant listing requirements, (iv) any required compliance with the HSR Act, or (v) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would has not had, or could not reasonably be expected to result have, individually or in the aggregate, a Company Parent Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company Parent and Merger Sub with all of the provisions hereof and thereof will, subject to obtaining approval of the Company Stockholder Approval 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 Applicable 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, (xi) conflict with or result in any breach of any provision of the articles certificate of associationincorporation, memorandum of association bylaws or other organizational charter documents of Parent or any Parent Subsidiary, (in each case, as applicable) of the Company; (yii) violate any Applicable Law; order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any Parent Subsidiary, or by which any of their properties or assets may be bound, or (ziii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under under, any of the terms, conditions or provisions of any material Company ContractParent Contract (as defined below), except in the case of clauses (ii) or (iii), for any violation, breach or default that has not had, or could not reasonably be expected to have, a Parent Material Adverse Effect. Schedule 3.3 4.3 of the Company Parent Disclosure Schedule Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company Parent Contracts, or any of Parent’s or any Parent Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, except for those whose failure to obtain will not have a Parent Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, of any Government Authority Entity is necessary on the part of the Company in connection with for the consummation by the Company of the Merger and the other transactions contemplated herebyby this Agreement, including or for the Mergerexercise by Buyer of full rights to own and operate the business of the Company and each Company Subsidiary as presently being conducted, except: except (ia) for the filings and notifications required by filing of the ICL; (ii) for receipt of a Certificate of Merger from as required by Delaware Law, (b) the Companies Registrar in accordance with the ICL; (iii) approval applicable requirements of the Office Exchange Act, state securities or "blue sky" laws and state takeover laws, (c) any filing required under the HSR Act or comparable laws of Chief Scientist at the Israeli Ministry of Economy any other applicable jurisdictions, and (ivd) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not prevent or materially delay the Merger, or otherwise materially delay the Company from performing its obligations under this Agreement, or, individually or in the aggregate, be reasonably be expected to result in have a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation of the Merger and the other transactions contemplated hereby, including the Merger, by the Companythis Agreement, nor compliance by the Company with all of the provisions hereof of this Agreement, nor the exercise by Buyer of full rights to own and operate the business of the Company and each Company Subsidiary as presently being conducted will, subject to obtaining the approval of the this Agreement by the Required Company Stockholder Approval Vote at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with Applicable Law: Delaware Law and the Bylaws of the Company, (x) conflict with or result in any breach of any provision of the articles certificate of associationincorporation, memorandum of association bylaws or other organizational documents (in each case, as applicable) charter document of the Company; Company or any Company Subsidiary, (y) violate any Applicable Law; order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any Company Subsidiary, or by which any of their properties or assets may be bound or (z) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default underdefault, or result in any material change in creation of an Encumbrance, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under 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 the Company Contractor any Company Subsidiary is a party or by which any of them or any of their properties or assets may be bound, except in the case of clause (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 Company Material Adverse Effect or (B) prevent or materially impair or delay the consummation of the transactions contemplated by this Agreement. Schedule 3.3 4.3 of the Company Disclosure Schedule Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, by this Agreement under any material of the Company's or any of Company ContractsSubsidiaries' 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 Company Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the Company A2iA in connection with the consummation by the Company of the transactions contemplated hereby, including the Merger, except: (i) for the filings and notifications required by the ICL; (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanySellers, nor the consummation and performance of the transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all of the provisions hereof will, subject to obtaining the Company Stockholder Approval in accordance with Applicable Law: (xi) conflict with or result in any breach of any provision of the articles of association, memorandum certificate of association incorporation, bylaws, certificate of formation, limited liability company agreement or other organizational documents (in each case, as applicable) of the CompanyA2iA or any of its Subsidiaries (as applicable); (yii) violate any of A2iA’s or any of its Subsidiaries’ respective Applicable Law; or (ziii) except as set forth in Schedule 3.2 of the Disclosure Schedule, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any material Company Material Contract. Schedule 3.3 3.2 of the Company Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company Material Contracts.

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 HSR Act, the Securities Act and the Exchange Act, no filing with, notification to, to and no permit, authorization, consent or approval of, any Government Authority public body is necessary on the part of the Company in connection with for the consummation by the Company of the Merger, the other transactions contemplated hereby, including hereby or the Merger, except: (i) exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Company and the Company Subsidiaries. Except for the filings Revolving Credit Agreement dated January 27, 1998, as amended, among Camelot Music, Inc. (a wholly-owned Company Subsidiary), as borrower, the several lenders named therein and notifications required by The Chase Manhattan Bank, as agent (the ICL; (ii) "Company Credit Facility"), and except for receipt of a Certificate of Merger from those leases that will require consent which the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy Company reasonably expects to obtain and (iv) where the failure of which to make such filing obtain, individually, or notification or to obtain such permitin the aggregate, authorization, consent or approval would will not reasonably be expected to result in have a Company Material Adverse Effect. Neither , neither the execution and delivery of this Agreement by the Company, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, by the Company, hereby nor compliance by the Company with all any of the provisions hereof will, nor the exercise by Parent and the Surviving Corporation of full rights to own and operate the business of the Company and the Company Subsidiaries will (i) subject to obtaining the approval of a majority of the outstanding shares of Company Stockholder Approval in accordance with Applicable Law: (x) Common Stock at the Company Special Meeting or any adjournment thereof, conflict with or result in any breach of any provision of the articles Certificate of association, memorandum of association Incorporation or other organizational documents (in each case, as applicable) by-laws of the Company; Company or any of the Company Subsidiaries, (yii) violate any Applicable Law; order, writ, injunction, decree, statute, rule or regulation applicable to the Company, any of the Company Subsidiaries or any of their respective properties or assets or (ziii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, result in any material change in (or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under repurchase) under, any of the terms, conditions or provisions of any material (x) note, bond, mortgage, indenture, or deed of trust or (y) license, lease, agreement or other instrument or obligation to which the Company Contract. Schedule 3.3 or any of the Company Disclosure Schedule lists all consentsSubsidiaries is a party or by which either of them or any of their properties or assets may be bound, noticesexcluding from the foregoing clause (iii), waivers and approvals required violations, breaches or defaults that, individually or in the aggregate, would not either impair the Company's ability to be obtained in connection with consummate the consummation of Merger or the other transactions contemplated hereby, including the Merger, under any material Company Contractshereby or have a 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 Authority Entity”) is necessary on the part of the Company in connection with or any Company Subsidiary for the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Merger, except: hereby except (i) for the filings filing of the Articles of Merger and notifications Certificate of Merger as required by the ICL; Florida Law and DGCL, (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance compliance with the ICL; applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the “Exchange Act”), state securities or “blue sky” laws and state takeover laws, (iii) approval compliance with the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Office of Chief Scientist at the Israeli Ministry of Economy “HSR Act”) and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would has not had, or could not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all of the provisions hereof and thereof, will, subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the holders of at least a majority of the outstanding shares of Company Stockholder Approval Common Stock at the Company Special Meeting or any adjournment or postponement thereof in accordance with Applicable Florida Law: , (xi) conflict with or result in any breach of any provision of the articles of associationincorporation or bylaws of Company or any Company Subsidiary (or, memorandum in the case of association or other organizational any Company Subsidiary that is not a corporation, the equivalent charter documents of such Company Subsidiary), (in each case, as applicable) of the Company; (yii) violate any Applicable Law; order, writ, injunction, decree, statute, rule or regulation applicable to Company or any Company Subsidiary, or by which any of their properties or assets may be bound, or (ziii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under under, any of the terms, conditions or provisions of any material Company ContractContract (as defined below), except in the case of clauses (ii) or (iii) for any violation, breach or default that has not had, or could not reasonably be expected to have, a Company Material Adverse Effect. Schedule 3.3 of the Company Disclosure Schedule Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company Contracts, or any of Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, except for those whose failure to obtain will not have a Company Material Adverse Effect.

No Violations, etc. No filing with or notification toThe execution, delivery and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the Company in connection with the consummation by the Company of the transactions contemplated hereby, including the Merger, except: (i) for the filings and notifications required by the ICL; (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. Neither the execution and delivery performance of this Agreement by the Company, nor Seller and Parent do not and the consummation of the transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all hereby will not: (a) contravene any provision of the provisions hereof willCertificate of Incorporation or Bylaws of Seller or Parent; (b) assuming the consents referred to in subsection (e) of this Section 2.4 are obtained, subject violate or conflict in any material respect with any federal, state, local or foreign law, statute, ordinance, rule or regulation (collectively, a “Law”) or any decree, writ, injunction, judgment or order of any court or administrative or other governmental body or of any arbitration award (collectively, an “Order”) which is either applicable to, binding upon or enforceable against Seller or Parent; (c) assuming the consents referred to obtaining the Company Stockholder Approval in accordance with Applicable Law: subsection (xe) of this Section 2.4 are obtained, conflict with or with, result in any breach of any provision of the articles provisions of, or constitute a default (or any event which would, with the passage of associationtime or the giving of notice or both, memorandum of association or other organizational documents (in each caseconstitute a default) under, as applicable) of the Company; (y) violate any Applicable Law; or (z) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any the creation of a right of termination, cancellationamendment, accelerationmodification, redemption abandonment or repurchase acceleration under any of material agreement, including any indenture, hypothecation, mortgage, lease, license, loan agreement or other material agreement or instrument which is either binding upon or enforceable against Seller or Parent; (d) result in the terms, conditions or provisions creation of any material Company Contract. Schedule 3.3 of Lien upon the Company Disclosure Schedule lists all consentsShares or the Related IP; or (e) require any authorization, noticesconsent, waivers and approvals required approval, exemption or other action by or notice to be obtained any court, commission, governmental body, regulatory authority, agency or tribunal wherever located (a “Governmental Entity”) or any other third party, other than (i) in connection with the consummation applicable requirements of the transactions contemplated herebyXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, including as amended (the Merger“HSR Act”), and any other similar foreign merger, competition or anti-trust Laws, (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under any material Company Contractsapplicable federal or state securities Laws and (iii) consents set forth in Section 2.4 of the Disclosure Schedule (which Seller and Parent undertake to use their respective commercially reasonable efforts to obtain prior to the Closing Date), except, in the case of subsections (b), (c) and (d) of this Section 2.4, such violations, conflicts, breaches, defaults, terminations, amendments, modifications, abandonments, accelerations, authorizations, consents, approvals, exemptions, other actions or notices that, individually or in the aggregate, would not have a Material Adverse Effect (as defined in Section 3.1(a) hereof).

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority Entity is necessary on the part of the Company in connection with either Buyer or Merger Sub for the consummation by the Company Buyer or Merger Sub of the Merger or the other transactions contemplated hereby, including the Merger, except: except (i) for the filings and notifications filing of the Articles of Merger as required by the ICL; Washington Law, (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance filing with the ICL; SEC of, and the effectiveness of, the Registration Statement, (iii) approval for compliance with the applicable requirements of the Office Exchange Act, state securities or “blue sky” laws, state takeover laws and the listing requirements of Chief Scientist at the Israeli Ministry of Economy and Nasdaq, or (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would has not had, or could not reasonably be expected to result have, individually or in the aggregate, a Company Buyer Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company Buyer and Merger Sub with all of the provisions hereof and thereof will, subject to obtaining the Company Stockholder Approval in accordance with Applicable Law: (xi) conflict with or result in any breach of any provision of the articles certificate of associationincorporation, memorandum of association bylaws or other organizational charter documents of Buyer or any Buyer Subsidiary, (in each case, as applicable) of the Company; (yii) violate any Applicable Law; order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any Buyer Subsidiary, or by which any of their properties or assets may be bound, or (ziii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under under, any of the terms, conditions or provisions of any material Company Contract. Schedule 3.3 Buyer Contract (as defined below), except in the case of the Company Disclosure Schedule lists all consentsclauses (ii) or (iii), noticesfor any violation, waivers and approvals required breach or default that has not had, or could not reasonably be expected to be obtained in connection with the consummation of the transactions contemplated herebyhave, including the Merger, under any material Company Contractsa Buyer Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the Company in connection with the consummation by the Company of the transactions contemplated hereby, including the Merger, except: (i) except for the filings and notifications filing of the Certificate of Merger as required by the ICL; (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse EffectDGCL. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all of the provisions hereof will, subject to obtaining the Company Required Stockholder Approval Approvals in accordance with Applicable Law: (xi) conflict with or result in any breach of any provision of the articles certificate of associationincorporation, memorandum bylaws, certificate of association formation, limited liability company agreement or other organizational documents (in each case, as applicable) of the Company; (yii) violate any Applicable Law; or (ziii) except as would not reasonably be expected to have a material adverse effect on the Company, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any material Company Contract. Schedule 3.3 of the Company Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, under any material Company Contracts.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the Company or any Company Subsidiary in connection with the consummation by the Company of the transactions contemplated hereby, including the Merger, except: (i) except for the filings and notifications filing of the Certificate of Merger as required by the ICL; (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse EffectDGCL. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all of the provisions hereof will, subject to obtaining the Company Required Stockholder Approval Approvals in accordance with Applicable Law: (xi) conflict with or result in any breach of any provision of the articles certificate of associationincorporation, memorandum bylaws, certificate of association formation, limited liability company agreement or other organizational charter documents (in each case, as applicable) of the CompanyCompany or any Company Subsidiary; (yii) violate any Applicable Law; or (ziii) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, result in any material change in or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under any of the terms, conditions or provisions of any Company Contract which would have a material adverse effect on the Company Contractand its Subsidiaries, taken as a whole. Schedule 3.3 of the Company Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, under any material Company 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 Authority Entity”) is necessary on the part of the Company in connection with or any Company Subsidiary for the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Merger, except: hereby except (i) for the filings filing of the Articles of Merger and notifications Certificate of Merger as required by the ICL; Florida Law and DGCL, (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance compliance with the ICL; applicable requirements of the Securities and Exchange Act of 1934, as amended (together with the Rules and Regulations promulgated thereunder, the “Exchange Act”), state securities or “blue sky” laws and state takeover laws, (iii) approval compliance with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the Office of Chief Scientist at the Israeli Ministry of Economy “HSR Act”) and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would has not had, or could not reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanyAgreement, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, by the Company, nor compliance by the Company with all of the provisions hereof and thereof, will, subject to obtaining the approval of the adoption of this Agreement and the approval of the Merger by the holders of at least a majority of the outstanding shares of Company Stockholder Approval Common Stock at the Company Special Meeting or any adjournment or postponement thereof in accordance with Applicable Florida Law: , (xi) conflict with or result in any breach of any provision of the articles of associationincorporation or bylaws of Company or any Company Subsidiary (or, memorandum in the case of association or other organizational any Company Subsidiary that is not a corporation, the equivalent charter documents of such Company Subsidiary), (in each case, as applicable) of the Company; (yii) violate any Applicable Law; order, writ, injunction, decree, statute, rule or regulation applicable to Company or any Company Subsidiary, or by which any of their properties or assets may be bound, or (ziii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under under, any of the terms, conditions or provisions of any material Company ContractContract (as defined below), except in the case of clauses (ii) or (iii) for any violation, breach or default that has not had, or could not reasonably be expected to have, a Company Material Adverse Effect. Schedule 3.3 of the Company Disclosure Schedule Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company Contracts, or any of Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, except for those whose failure to obtain will not have a Company Material Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of the Company in connection with or any Company Subsidiary for the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Merger, hereby except: (i) for the filings and notifications filing of the Certificate of Merger as required by the ICLDGCL; (ii) as is required for receipt purposes of a Certificate of Merger from the Companies Registrar in accordance complying with the ICLXxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); and (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the Merger or the other transactions contemplated hereby, including the Merger, hereby by the Company, nor compliance by the Company with all of the provisions hereof and thereof will, subject to obtaining the Company Stockholder Approval at the Company Special Meeting, or any adjournment or postponement thereof in accordance with Applicable Law: (x) conflict with or result in any breach of any provision of the articles certificate of associationincorporation, memorandum bylaws, certificate of association formation, limited liability company agreement or other organizational charter documents (in each case, as applicable) of the CompanyCompany or any Company Subsidiary; (y) violate any Applicable Law; or (z) except as disclosed in Schedule 3.3, result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under under, any of the terms, conditions or provisions of any material Company Contract, except in the case of clauses (y) or (z) for any violation, breach or default that would not result in a Company Material Adverse Effect. Schedule 3.3 of the Company Disclosure Schedule Statement lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company Contracts, or any of Company’s or any Company Subsidiaries’ notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations, except for those which, if not obtained, would not result in a Company 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, governmental division or department, tribunal, quasi-governmental authority or other governmental or regulatory body, authority or instrumentality ("Government Authority Entity") is necessary on the part of the Company in connection with for the consummation by the Company of the Merger and the other transactions contemplated hereby, including the Merger, except: (i) except for the filings and notifications filing of the Merger Filings as required by the ICL; (ii) for receipt of a Certificate of Merger from DGCL and the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse EffectTBCA. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the Merger and the other transactions contemplated hereby, including the Merger, by the Company, hereby and thereby nor compliance by the Company with all of the provisions hereof willand thereof, subject to obtaining the Company Stockholder Shareholder Approval in accordance with Applicable Law: (xi) conflict with or result in any breach violation of any provision of the articles Articles of associationIncorporation, memorandum of association bylaws or other organizational documents charter document of any Company, (in each case, as applicable) of the Company; (yii) violate any Applicable Law; material order, writ, injunction, decree, statute, rule or regulation applicable to any Company, or by which any of its properties or assets may be bound, or (ziii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default under, or result in any material change in in, or give rise to any right of termination, cancellation, acceleration, redemption or repurchase under by any other person 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 any Company Contractis a party or by which any Company or any of their properties or assets may be bound. Schedule 3.3 of the Company Disclosure Schedule Statement lists all consents, noticeswaivers, waivers notification and disclosures and approvals required to be obtained or made in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company's notes, bonds, mortgages, indentures, deeds of trust, licenses or leases, contracts, agreements or other instruments or obligations the failure to obtain which would have a Company ContractsMaterial Adverse Effect.

No Violations, etc. No filing with or notification to, and no permit, authorization, consent or approval of, any Government Authority is necessary on the part of Sellers or the Company in connection with the consummation by the Company Sellers of the transactions contemplated hereby, including the Merger, except: (i) for the filings and notifications required by the ICL; (ii) for receipt of a Certificate of Merger from the Companies Registrar in accordance with the ICL; (iii) approval of the Office of Chief Scientist at the Israeli Ministry of Economy and (iv) where the failure to make such filing or notification or to obtain such permit, authorization, consent or approval would not reasonably be expected to result in a Company Material Adverse Effect. Neither the execution and delivery of this Agreement by the CompanySellers, nor the consummation of the transactions contemplated hereby, including the Merger, hereby by the CompanySellers, nor compliance by the Company Sellers with all of the provisions hereof will, subject to obtaining the Company Stockholder Approval in accordance with Applicable Law: (xi) conflict with or result in any breach of any provision of the articles of associationincorporation, memorandum bylaws, certificate of association formation, limited liability company agreement or other organizational documents (in each case, as applicable) of the CompanyCompany or any Seller; (yii) violate any Applicable Law; or (ziii) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, 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 Company ContractContract (assuming the consents set forth in Schedule 2.3 of the Seller Disclosure Schedule have been obtained). Schedule 3.3 2.3 of the Company Seller Disclosure Schedule lists all consents, notices, waivers and approvals required to be obtained in connection with the consummation of the transactions contemplated hereby, including the Merger, hereby under any material Company Contracts.