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

Non-Contravention; Consents and Approvals. (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 or any Company Subsidiary under, any of the terms, conditions or provisions of (i) the articles of incorporation or bylaws (or other comparable charter documents) of the Company or any Company Subsidiary, or (ii) subject to obtaining the necessary approval of this Agreement and the Merger by the shareholders of the Company 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, of any Governmental Entity (as defined in paragraph (b) below), applicable to the Company or any Company Subsidiary or any of their respective assets or properties, or (y) any contract, agreement or commitment to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of liens which would not have a Company Material Adverse Effect or would not result in the inability of the Company to consummate the transactions contemplated by this Agreement. (b) No consent, approval, order or notice to or authorization of, or registration, declaration or filing with any United States federal, state, local or foreign court, administrative agency or commission or other governmental authority or instrumentality, (including a stock exchange or other self-regulatory body) (a "Governmental Entity"), is required by the Company or any of the Company Subsidiaries for the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, the failure to obtain which would have a Company Material Adverse Effect or the consummation of the transactions contemplated hereby, except for: (i) the filing of a pre-merger notification report by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration or termination of the applicable waiting period thereunder; (ii) the filing of Articles of Merger with the Department of State of the Commonwealth of Pennsylvania in accordance with the requirements of the Pennsylvania Act, and the filing of the appropriate documents with the relevant authorities of other states in which the Company is qualified to transact business; (iii) the filing of the Joint Proxy Statement with the SEC pursuant to the Securities Exchange Act and the Securities Act and the declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities; (iv) required notices to NASDAQ; and (v) such filings, authorization orders and approvals as may be required of state and local governmental authorities (the "Local Approvals") which are specified in Schedule 4.3 hereto.

Non-Contravention; Consents and Approvals. (a) The execution and delivery of this Agreement and the Registration Rights Agreement by the Company, the consummation by the Company do notof the transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and the consummation thereunder, except as set forth in Section 4.6 of the transactions contemplated hereby will notCompany Disclosure Schedule: (i) do not violate any provision of the Constituent Documents of the Company or any of its Subsidiaries; and (ii)(A) do not conflict with or violate any applicable Law of any Governmental Authority having jurisdiction over the Company or any of its Subsidiaries or any part of the properties or assets of the Company or any of its Subsidiaries, (B) do not require the Consent of any Person under, violate, result in the termination or acceleration of or of any right under, give rise to or modify any right or obligation under (whether or not in combination with any other event or circumstance), or conflict with, result breach or constitute a default under (in a violation or breach of, constitute (each case with or without notice or lapse notice, the passage of time or both), any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound, (C) a default under, result in or give to any person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or do not result in the creation or imposition of any lien upon Lien on any part of the properties or assets or properties of the Company or any of its Subsidiaries, (D) do not violate any Order binding on the Company Subsidiary under, or any of its Subsidiaries or any part of its or their properties or assets, and (E) except for the termsStockholder Approval and the filing with the SEC of the Proxy Statement and the Other Filings, conditions does not otherwise require any Governmental Approvals or provisions of any Third Party Consents other than the Consents set forth on Section 5.7(a)(i) and (i) the articles of incorporation or bylaws (or other comparable charter documentsii) of the Company or any Company SubsidiaryDisclosure Schedule, except in the case of (B), (C), (D) or (iiE) subject to obtaining the necessary approval of this Agreement and the Merger by the shareholders for any of the Company and foregoing, that, individually or in 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, of any Governmental Entity (as defined in paragraph (b) below), applicable to the Company or any Company Subsidiary or any of their respective assets or properties, or (y) any contract, agreement or commitment to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of liens which aggregate would not have a Company Material Adverse Effect or would not result in the inability of the Company to consummate the transactions contemplated by this AgreementEffect. (b) No consent, approval, order or notice to or authorization of, or registration, declaration or filing with any United States federal, state, local or foreign court, administrative agency or commission or other governmental authority or instrumentality, (including a stock exchange or other self-regulatory body) (a "Governmental Entity"), is required by the Company or any of the Company Subsidiaries for the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, the failure to obtain which would have a Company Material Adverse Effect or the consummation of the transactions contemplated hereby, except for: (i) the filing of a pre-merger notification report by the Company under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "HSR Act") and the expiration or termination of the applicable waiting period thereunder; (ii) the filing of Articles of Merger with the Department of State of the Commonwealth of Pennsylvania in accordance with the requirements of the Pennsylvania Act, and the filing of the appropriate documents with the relevant authorities of other states in which the Company is qualified to transact business; (iii) the filing of the Joint Proxy Statement with the SEC pursuant to the Securities Exchange Act and the Securities Act and the declaration of the effectiveness of the Registration Statement by the SEC and, to the extent required, filings with various blue sky authorities; (iv) required notices to NASDAQ; and (v) such filings, authorization orders and approvals as may be required of state and local governmental authorities (the "Local Approvals") which are specified in Schedule 4.3 hereto.