Common use of Non-Contravention; Approvals and Consents Clause in Contracts

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company under, any of the terms, conditions or provisions of (i) the Certificate of Incorporation or Bylaws (or other comparable charter documents) of the Company or (ii) subject to the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company is a party or by which the Company or any of its assets or properties is bound, which conflict, violation, breach, default, termination, modification, acceleration or creation and imposition of Liens would be material to a reasonable investor in light of all the circumstances known to such investor. (b) Except for qualification of the indenture under which the New Notes are to be issued and as may be required under state securities laws and as otherwise previously disclosed in the Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which the Company is a party or by which the Company or any of its assets or properties is bound, for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, the failure of which consent or approval to be obtained, or action, filing or notice to be made, would be material to a reasonable investor in light of all the circumstances known to such investor.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Significant Subsidiaries under, any of the terms, conditions or provisions of (i) the Certificate certificates or articles of Incorporation incorporation or Bylaws bylaws (or other comparable charter documents) of the Company or any of its Significant Subsidiaries, or (ii) (x) subject to the obtaining of the Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, which conflictexcluding from the foregoing clauses (x) and (y) conflicts, violationviolations, breachbreaches, defaultdefaults, terminationterminations, modificationmodifications, acceleration or creation accelerations and imposition creations and impositions of Liens would be which, individually or in the aggregate, are not reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement. (b) Except (i) for qualification the filing of a premerger notification report by the Company under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the indenture under Proxy Statement and the Registration Statement with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Articles of Merger and other appropriate merger documents required by the MGCL with the Department and appropriate documents with the relevant authorities of other states in which the New Notes Constituent Corporations are qualified to be issued do business and (iv) as may be required under state securities laws and as otherwise previously disclosed in Section 3.04 of the Company Disclosure ScheduleLetter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, are not reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of which consent or approval the Company to be obtained, or action, filing or notice to be made, would be material to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 4.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the Certificate certificates or articles of Incorporation incorporation or Bylaws code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this SectionSection 4.04, (x) any - statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, - concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, which conflictexcluding from the foregoing clauses (x) and (y) conflicts, violationviolations, breachbreaches, defaultdefaults, termination- - rights of payment or reimbursement, modificationterminations, acceleration or creation cancellations, modifications, accelerations and imposition creations and impositions of Liens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a reasonable investor material adverse impact on one or more Company Store Lease or (ii) the Wright Holdings Merger Agreement (as defined in light of all the circumstances known to such investorSection 10.11(x))). (b) Except (i) for qualification the filing of a pre-merger notification report by the Company under, and any other actions required under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and xxx xxxxs and regulations thereunder (the "HSR Act"), (ii) for the filing of the indenture Schedule 14D-9 with the SEC pursuant to the Exchange Act and the actions required under Section 14(f) and Rule 14f-1 under the Exchange Act as provided in Section 1.03(b), (iii) for the filing of the Proxy Statement (as defined in Section 4.09) with the SEC pursuant to the Exchange Act, (iv) for the filing of the Certificate of Merger and other appropriate merger documents required by the OGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the New Notes Constituent Corporations are qualified to be issued do business, and (v) as may be required under state securities laws and as otherwise previously disclosed set forth in Section 4.04 of the Company Disclosure ScheduleLetter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, necessary or required under any of the terms, conditions or provisions of any law Law or order Order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, excluding from the foregoing such consents, approvals, actions, filings and notices that the failure of which consent to make or approval to be obtainedobtain, as the case may be, individually or action, filing or notice to be madein the aggregate, would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement (but not excluding any consents, approvals, actions, filings or notices under the Company Store Leases or the Wright Holdings Merger Agreement).

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the Certificate certificates or articles of Incorporation incorporation or Bylaws code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval and the taking of the actions described in paragraph (b) of this SectionSection 3.04, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, which conflictexcluding from the foregoing clauses (x) and (y) conflicts, violationviolations, breachbreaches, defaultdefaults, terminationrights of payment or reimbursement, modificationterminations, acceleration or creation cancellations, modifications, accelerations and imposition creations and impositions of Liens which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under the Company Store Leases other than those which can not reasonably be expected to have a reasonable investor in light of all the circumstances known to such investormaterial adverse impact on one or more Company Store Lease). (b) Except (i) for qualification the filing of a pre-merger notification report by the Company under, and any other actions required under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and xxx xxxxx xxx xxxulations thereunder (the "HSR Act"), (ii) for the filing of the indenture under Proxy Statement with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the OGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the New Notes Constituent Corporations are qualified to be issued do business, and (iv) as may be required under state securities laws and as otherwise previously disclosed set forth in Section 3.04 of the Company Disclosure ScheduleLetter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, necessary or required under any of the terms, conditions or provisions of any law Law or order Order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, excluding from the foregoing (iv) such consents, approvals, actions, filings and notices which the failure of which consent to make or approval to be obtainedobtain, as the case may be, individually or action, filing or notice to be madein the aggregate, would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement (but not excluding any consents, approvals, actions, filings or notices under the Company Store Leases).

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do does not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company under, any of the terms, conditions or provisions of (i) subject to the Certificate obtaining of Incorporation the Company Shareholders' Approval, the certificates or Bylaws articles of incorporation or bylaws (or other comparable charter documents) of the Company Company, or (ii) subject to the obtaining of the Company Shareholders' Approval and the taking of the actions described in paragraph (b) of this SectionArticle, (x) any statute, law, rule, regulation or ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country States or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") ), applicable to the Company or any of its respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company is a party or by which the Company or any of its respective assets or properties is bound, which conflictexcluding from the foregoing clauses (x) and (y) conflicts, violationviolations, breachbreaches, defaultdefaults, terminationpayments or reimbursements, modificationterminations, acceleration or creation cancellations, modifications, accelerations and imposition creations and impositions of Liens would which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the Company or on the ability of the Company to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement. (b) Except for qualification of the indenture under which the New Notes are to be issued and (i) as may be required for the filing of a pre-merger notification report by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) any required filings with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and filings with any state securities laws authorities that are required in connection with the transactions contemplated by this Agreement, (iii) for the filing of the Agreement of Merger and other appropriate merger documents required by the Delaware Code with the Secretary of State and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, (iv) filings required by the Delaware Division of Corporations and any other state regulatory body, (v) the receipt of all necessary shareholder consents, and (vi) as otherwise previously disclosed in the Company Disclosure ScheduleLetter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, necessary or required under any of the terms, conditions or provisions of any law Law or order Order of any Governmental or Regulatory Authority or any Contract to which the Company is a party or by which the Company or any of its respective assets or properties is bound, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the Company taken as a whole or on the ability of which consent or approval the Company to be obtained, or action, filing or notice to be made, would be material to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation by it of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company under, any of the terms, conditions or provisions of (i) the Certificate certificates or articles of Incorporation incorporation or Bylaws bylaws (or other comparable charter documents) of the Company Company, or (ii) subject to the obtaining of the Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company is a party or by which the Company or any of its assets or properties is bound, which conflictexcluding from the foregoing clauses (x) and (y) conflicts, violationviolations, breachbreaches, defaultdefaults, terminationterminations, modificationmodifications, acceleration or creation accelerations and imposition creations and impositions of Liens would which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the Company or on the ability of the Company to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement. (b) Except (i) for qualification the filing of the indenture under Registration Statement with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the New Notes Constituent Corporations are qualified to be issued do business, and (iii) as may be required under state securities laws and as otherwise previously disclosed in Section 3.04 of the Company Disclosure ScheduleLetter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which the Company is a party or by which the Company or any of its assets or properties is bound, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the Company or on the ability of which consent or approval the Company to be obtained, or action, filing or notice to be made, would be material to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation by it of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the Certificate articles of Incorporation incorporation or Bylaws bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) ), subject to the obtaining of the Company Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any legislative or regulatory enactment, statute, lawordinance, rule, law or regulation or ordinance (together, "laws")) existing on the date of this Agreement, or any judgment, decree, order, writ, permit or license (together, "orders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation obligation, rate, rate schedule, tariff; utility service agreement or like document filed with or approved by any Governmental or Regulatory Authority, or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, which conflictexcluding from the foregoing clauses (x) and (y) conflicts, violationviolations, breachbreaches, defaultdefaults, terminationterminations, modificationmodifications, acceleration or creation accelerations and imposition creations and impositions of Liens would which, individually or in the aggregate, could not be reasonably expected to have a Company Material Adverse Effect, or a material to a reasonable investor in light of all adverse effect on the circumstances known to such investor. (b) Except for qualification ability of the indenture under which the New Notes are Company to be issued and as may be required under state securities laws and as otherwise previously disclosed in the Disclosure Schedule, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which the Company is a party or by which the Company or any of its assets or properties is bound, for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of consummate the transactions contemplated hereby, the failure of which consent or approval to be obtained, or action, filing or notice to be made, would be material to a reasonable investor in light of all the circumstances known to such investorby this Agreement.

Non-Contravention; Approvals and Consents. (a) The Except as set forth in Section 4.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the Certificate certificates or articles of Incorporation incorporation or Bylaws code of regulations or bylaws (or other comparable charter documents) of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders' Approval, if required by law, and the taking of the actions described in paragraph (b) of this SectionSection 4.04, (x) any statute, law, rule, regulation or - ordinance (together, "lawsLaws"), or any judgment, decree, order, writ, permit or license (together, "ordersOrders"), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, - mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, which conflictexcluding from the foregoing clauses (x) and (y) conflicts, violation- - violations, breachbreaches, defaultdefaults, terminationrights of payment or reimbursement, modificationterminations, acceleration or creation cancellations, modifications, accelerations and imposition creations and impositions of Liens that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to consummate the transactions contemplated by this Agreement (but not excluding any conflicts, violations, breaches, defaults, rights of payment or reimbursement, terminations, cancellations, modifications, accelerations and creations or impositions of Liens under (i) the Company Store Leases (as defined in Section 4.16(b)) other than those that can not reasonably be expected to have a reasonable investor material adverse impact on one or more Company Store Lease or (ii) the Xxxxxx Holdings Merger Agreement (as defined in light of all the circumstances known to such investorSection 10.11(i))). (b) Except (i) for qualification the filing of a pre-merger notification report by the Company under, and any other actions required under, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"), (ii) for the filing of the indenture Schedule 14D-9 with the SEC pursuant to the Exchange Act and the actions required under Section 14(f) and Rule 14f-1 under the Exchange Act as provided in Section 1.03(b), (iii) for the filing of the Proxy Statement (as defined in Section 4.09) with the SEC pursuant to the Exchange Act, (iv) for the filing of the Certificate of Merger and other appropriate merger documents required by the OGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the New Notes Constituent Corporations are qualified to be issued do business, and (v) as may be required under state securities laws and as otherwise previously disclosed set forth in Section 4.04 of the Company Disclosure ScheduleLetter, no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, necessary or required under any of the terms, conditions or provisions of any law Law or order Order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby, excluding from the foregoing such consents, approvals, actions, filings and notices that the failure of which consent to make or approval to be obtainedobtain, as the case may be, individually or action, filing or notice to be madein the aggregate, would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole or on the ability of the Company to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement (but not excluding any consents, approvals, actions, filings or notices under the Company Store Leases or the Xxxxxx Holdings Merger Agreement).

Non-Contravention; Approvals and Consents. (a) The Except as disclosed in Section 3.04 of the Company Disclosure Letter, the execution and delivery of this Agreement by the Company do not, and the performance by the Company of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the Certificate certificates or articles of Incorporation incorporation or Bylaws bylaws (or other comparable charter organizational 9 14 documents) of the Company or any of its Subsidiaries or (ii) subject to the obtaining of the Company Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) any statute, law, rule, regulation or ordinance (together, "laws"), or any judgment, decree, order, writ, permit or license (together, "orders"), of any government, court, tribunal, arbitrator, authority, agency, commission, stock exchange, self-regulatory organization, official or other instrumentality of the United States, any foreign country country, supranational organization or any domestic or foreign state, county, city or other political subdivision subdivision, including, without limitation, the SEC, the Internal Revenue Service, the Commodities Futures Trading Commission, the NASDR, the National Futures Association, the UK Listing Authority or the Financial Services Authority) (a "Governmental or Regulatory Authority") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind (together, "Contracts") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, which conflictexcluding from the foregoing clauses (x) and (y) conflicts, violationviolations, breachbreaches, defaultdefaults, terminationterminations, modificationmodifications, acceleration or creation accelerations and imposition creations and impositions of Liens would which, individually or in the aggregate, could not be reasonably expected to have a material adverse effect on the Company and its Subsidiaries taken as a whole, or on the ability of the Company to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement. (b) Except (i) for qualification the filing of the indenture under Proxy Statement (as defined in Section 3.09) and the Registration Statement (as defined in Section 4.09) with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), the declaration of the effectiveness of the Registration Statement by the SEC and filings with various state securities authorities that are required in connection with the transactions contemplated by this Agreement, (ii) for the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State and appropriate documents with the relevant authorities of other states in which the New Notes Constituent Corporations are qualified to be issued do business and (iii) as may be required under state securities laws and as otherwise previously disclosed in Section 3.04 of the Company Disclosure ScheduleLetter, no consent, approval approval, authorization or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary, necessary or required under any of the terms, conditions or provisions of any law or order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound, bound for the execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure of which consent to make or approval obtain, as the case may be, individually or in the aggregate, could not be reasonably expected to be obtainedhave a material adverse effect on the Company and its Subsidiaries taken as a whole, or action, filing or notice on the ability of the Company to be made, would be material to a reasonable investor in light of all consummate the circumstances known to such investortransactions contemplated by this Agreement.